Exhibit
10.1


 


EXECUTION
COPY




 


	Date:	May 16,
    2022
	 	 
	To:	Lionheart
    Acquisition Corp. II (“Counterparty”)
	 	 
	Address:	4218
    NE 2nd Avenue
	 	Miami,
    FL 33137
	 	 
	From:	CF
    Principal Investments LLC, a Delaware limited liability company (“Seller”)
	 	 
	Re:	OTC
    Equity Prepaid Forward Transaction




 


The
purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”)
entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be as set forth
in this Confirmation, with additional terms as set forth in a Pricing Date Notice (the “Pricing Date Notice”) in the
form of Schedule A hereto. This Confirmation, together with the Pricing Date Notice, constitutes a “Confirmation” and the
Transaction constitutes a separate “Transaction” as referred to in the ISDA Form (as defined below).


 


This
Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the
subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written
or oral communications with respect thereto.


 


The
2006 ISDA Definitions (the “Swap Definitions”) and the 2002 ISDA Equity Derivatives Definitions (the “Equity
Definitions”, and with the Swap Definitions, the “Definitions”), each as published by the International
Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. If there is any inconsistency between the Definitions
and this Confirmation, this Confirmation governs. If, in relation to the Transaction to which this Confirmation relates, there is any
inconsistency between the ISDA Form, this Confirmation (including the Pricing Date Notice), the Swap Definitions and the Equity Definitions,
the following will prevail for purposes of such Transaction in the order of precedence indicated: (i) this Confirmation (including
the Pricing Date Notice); (ii) the Equity Definitions; (iii) the Swap Definitions, and (iv) the ISDA Form.


 


This
Confirmation, together with the Pricing Date Notice, shall supplement, form a part of, and be subject to an agreement in the form of
the 2002 ISDA Master Agreement (the “ISDA Form”) as if Seller and Counterparty had executed an agreement in such form
(but without any Schedule except as set forth herein under “Schedule Provisions”) on the Trade Date of the Transaction.


 






     


     


    

 


The
terms of the particular Transaction to which this Confirmation relates are as follows:


 


General
Terms


 


	Type
    of Transaction:	Share
    Forward Transaction
	 	 
	Trade
    Date:	May 16,
    2022
	 	 
	Pricing
    Date:	As
    specified in the Pricing Date Notice.
	 	 
	Effective
    Date:	One
    (1) Settlement Cycle following the Pricing Date.
	 	 
	Valuation
    Date:	The
    earlier to occur of (a) the five month anniversary of the closing of the transactions (the “Business Combination”)
    contemplated by the Membership Interest Purchase Agreement, dated as of July 11, 2021, as amended, by and among the Counterparty,
    Lionheart II Holdings, LLC, the MSP Purchased Companies (as defined in therein) (collectively, “MSP”), the members
    of MSP (the “Members”), and John H. Ruiz, in his capacity as the representative of the Members and (b) the
    date specified by Seller in a written notice (not earlier than the day such notice is effective) of the occurrence of a Trigger Event.
	 	 
	Trigger
    Event:	Seller
    shall have the right to accelerate the Valuation Date to the Exchange Business Day upon which the earlier of the following occurs:
    (i) the surviving entity of the Business Combination has a resale registration statement declared effective by the Securities
    and Exchange Commission registering the resale of any Shares acquired by Seller by Seller with respect to the Counterparty’s
    so called “Committed Equity Facility”, (ii) the Business Combination fails to close on or before August 18,
    2022, (iii) the closing price per share of the Counterparty’s common stock is at or below $2.00 per Share for 20 out of
    the preceding 30 Exchange Business Days, (iv) a material breach by the Counterparty of the representations and warranties set
    forth below, and (iv) the tenth Exchange Business Day following a notice of termination by Counterparty, provided that the condition
    precedent set forth in Section 2(a)(iii)(1) of the ISDA Form shall not apply to payments or deliveries by Seller in
    the event the Valuation Date is accelerated under the terms of clause (iv) above.
	 	 
	Pricing
    Date Notice:	Seller
    shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the
    Business Combination.
	 	 
	Seller:	Seller
	 	 
	Buyer:	Counterparty
	 	 
	Shares:	The
                                            Class A common stock of Lionheart Acquisition Corp. II, a Delaware corporation (Ticker:
                                            “LCAP”) (the “Issuer”) or of the surviving company
                                            (if not the Issuer) following the consummation of the Business Combination (the “Shares”).



 






    2


     


    

 


	Number
    of Shares:	As
    specified in the Pricing Date Notice, but in no event more than the Maximum Number of Shares.
	 	 
	Maximum
    Number of Shares:	3,500,000
    Shares
	 	 
	Forward
    Price:	The
    Redemption Price (the “Redemption Price”) as defined in Section 9.2 of the Amended and Restated Certificate
    of Incorporation of Lionheart Acquisition Corp. II, dated as of August 13, 2020, as amended from time to time (the “Certificate
    of Incorporation”).
	 	 
	Optional
    Early Termination:	If
    Seller sells or otherwise transfers or disposes of any Shares (“OET Shares”) included in the Number of Shares in one
    or more public or private arms’ length transactions at any time after the date hereof and prior to the Valuation Date, and
    notifies Counterparty thereof within one Local Business Day following such sale, Seller and Counterparty agree that such sale shall
    constitute an optional early termination of this Transaction with respect to such OET Shares, thereby reducing the Number of Shares
    to be delivered by Seller to Counterparty on the Valuation Date. In connection with each such Optional Early Termination, on the
    Valuation Date, (a) Seller will receive from the Escrow Account (as defined below) an amount equal to the positive excess, if
    any, of (x) product of the Redemption Price and the aggregate number of OET Shares over (y) an amount equal to the proceeds
    received by Seller in connection with sales of the OET Shares, and (b) Counterparty will receive from the Escrow Account the
    amount set forth in (y) above. For the avoidance of doubt, the amount to be received by the Seller from the Escrow Account shall
    be in addition to any other amounts to be paid to the Seller, including any other amounts to be released to the Seller from the Escrow
    Account, under the terms of this Transaction.
	 	 
	Prepayment:	Applicable
	 	 
	Prepayment
    Amount:	An
    amount equal to 100% of the Forward Price multiplied by the Number of Shares.



 






    3


     


    

 


	Prepayment
    Date:	One
    (1) Local Business Day after the closing of the Business Combination.
	 	 
	Variable
    Obligation:	Not
    applicable
	 	 
	Exchange(s):	Nasdaq
                                            Capital Market prior to, and following, the closing of the Business Combination
	 	 
	Related
    Exchange(s):	All
    Exchanges
	 	 
	Exit
    Fee:	Counterparty
    shall pay to Seller on the Valuation Date an amount in cash equal to 3.0% of the total amount paid by Seller for the Shares that
    comprise the Number of Shares minus 50.0% of the excess, if any, of the aggregate proceeds of the sales of the OET Shares over the
    product of the Redemption Price and the number of OET Shares, provided that the Exit Fee shall be no less than $0.00.
	 	 
	Reimbursement
    of Legal Fees:	On
    the closing of the Business Combination, Counterparty shall pay to Seller an amount equal to the lesser of (a) the attorney
    fees and other reasonable expenses related thereto incurred by Seller or its affiliates in connection with this Transaction and (b) $125,000.




 


Settlement
Terms


 


	Settlement
    Method Election:	Not
    Applicable
	 	 
	Settlement
    Method:	Physical
    Settlement
	 	 
	Settlement
    Currency:	USD
	 	 
	Excess
    Dividend Amount	Ex
    Amount
	 	 
	Escrow
    Account:	The
    dedicated cash escrow account opened or to be opened in the name of Seller and maintained at an affiliate of Seller, and any renumbering
    of that account and any permitted account in replacement thereof. Seller will immediately upon establishment of the Escrow Account
    furnish to Counterparty information identifying the Escrow Account. Counterparty will deposit the Escrow Amount into the Escrow Account
    on the closing of the Business Combination. All amounts standing in the Escrow Account on the Valuation Date shall, after the application
    of amounts as set forth in Optional Early Termination above, be released to Seller. The Escrow Account and all cash and securities
    credited to such account from time to time shall constitute the exclusive property of Seller and shall not constitute property of
    any bankruptcy estate of Counterparty or the Issuer (within the meaning of § 541 of the Bankruptcy Code).




 






    4


     


    

 


Share
Adjustments:


 


	Method
    of Adjustment:	Calculation
    Agent Adjustment




 


Extraordinary
Events:


 


Consequences
of Merger Events:


 


	Share-for-Share:	Calculation
                                            Agent Adjustment



 


	Share-for-Other:	Cancellation
                                            and Payment



 


	Share-for-Combined:	Component
                                            Adjustment



 


Tender
Offer:Applicable; provided, however, that Section 12.1(d) of the Equity Definitions is hereby amended by adding
 “, or of the outstanding Shares,” before “of the Issuer” in the fourth line thereof. Sections 12.1(e) and
12.1(l)(ii) of the Equity Definitions are hereby amended by adding “or Shares, as applicable,” after “voting Shares”.


 


Consequences
of Tender Offers:


 


	Share-for-Share:	Calculation
                                            Agent Adjustment



 


	Share-for-Other:	Calculation
                                            Agent Adjustment



 


	Share-for-Combined:	Calculation
                                            Agent Adjustment



 


	Composition of Combined Consideration:	Not Applicable
	 	 
	Nationalization, Insolvency or Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors) or such other exchange or quotation system which, in the determination of the Calculation Agent, has liquidity comparable to the aforementioned exchanges; if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.



 






    5


     


    

 


	 	Notwithstanding
anything to the contrary in the Definitions or the ISDA Form, if Delisting occurs prior to the Business Combination, Counterparty will
pay to Seller on the day of such Delisting, the “Cancellation Amount” equal to 100% of the Forward Price multiplied by the
number of Shares held by Seller of as such date (the “Total Delisted Shares”) and, upon the receipt of such Cancellation
Amount, the Seller will, at its option, either transfer the Total Delisted Shares to Counterparty (or its designee) or sell the Total
Delisted Shares in the market to pay to Counterparty an amount equal to the Forward Price multiplied by the number of Delisted Shares
sold. Seller’s obligations under this Transaction with respect to the Delisted Shares shall be completely discharged upon such
transfer or payment, as applicable.
	 	 
	Business Combination Exclusion:	Notwithstanding the foregoing or any other provision herein, the parties agree that the Business Combination shall not constitute a Merger Event, Tender Offer, Delisting or any other Extraordinary Event hereunder.




 


Additional
Disruption Events:


 


	(a)   Change in Law:	Applicable;
    provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including,
    for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing
    statute)” after the word “regulation” in the second line thereof.
	 	 
	(a)   Failure to Deliver:	Not Applicable
	 	 
	(b)   Insolvency Filing:	Applicable
	 	 
	(c)   Hedging Disruption:	Not Applicable
	 	 
	(d)   Increased Cost of Hedging:	Not Applicable
	 	 
	(e)   Loss of Stock Borrow:	Not Applicable
	 	 
	(f)   Increased Cost of Stock Borrow: 	Not Applicable
	 	 
	Determining Party:	For all applicable events, Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Determining Party, in which case a Third Party Dealer (as defined below) in the relevant market selected by Counterparty will be the Determining Party.




 






    6


     


    

 


Additional
Provisions:


 


	Calculation Agent:	Seller, unless (i) an Event of Default, Potential Event of Default or Termination Event has occurred and is continuing with respect to Seller, or (ii) if Seller fails to perform its obligations as Calculation Agent, in which case an unaffiliated leading dealer in the relevant market selected by Counterparty will be the Calculation Agent.
	 	 
	 	In
the event that a party (the “Disputing Party”) does not agree with any determination made (or the failure to make
any determination) by the Calculation Agent, the Disputing Party shall have the right to require that the Calculation Agent have such
determination reviewed by a disinterested third party that is a dealer in derivatives of the type that is the subject of the dispute
and that is not an Affiliate of either party (a “Third Party Dealer”). Such Third Party Dealer shall be jointly selected
by the parties within one Business Day after the Disputing Party’s exercise of its rights hereunder (once selected, such Third
Party Dealer shall be the “Substitute Calculation Agent”). If the parties are unable to agree on a Substitute Calculation
Agent within the prescribed time, each of the parties shall elect a Third Party Dealer and such two dealers shall agree on a third Third
Party Dealer by the end of the subsequent Business Day. Such third Third Party Dealer shall be deemed to be the Substitute Calculation
Agent. Any exercise by the Disputing Party of its rights hereunder must be in writing and shall be delivered to the Calculation Agent
not later than the third Business Day following the Business Day on which the Calculation Agent notifies the Disputing Party of any determination
made (or of the failure to make any determination). Any determination by the Substitute Calculation Agent shall be binding in the absence
of manifest error and shall be made as soon as possible but no later than the second Business Day following the Substitute Calculation
Agent’s appointment. The costs of such Substitute Calculation Agent shall be borne by (a) the Disputing Party if the Substitute
Calculation Agent substantially agrees with the Calculation Agent or (b) the non-Disputing Party if the Substitute Calculation Agent
does not substantially agree with the Calculation Agent. If, after following the procedures and within the specified time frames set
forth above, a binding determination is not achieved, the original determination of the Calculation Agent shall apply.



 






    7


     


    

 


	 	Following
any adjustment, determination or calculation by the Calculation Agent hereunder, upon a written request by Counterparty, which may be
by email, the Calculation Agent will promptly (but in any event within five Exchange Business Days) provide to Counterparty by email
to the email address provided by Counterparty in such written request a report displaying in reasonable detail the basis for such adjustment,
determination or calculation (including any quotations, market data, or information from internal or external sources, and any assumptions
used in making such adjustment, determination or calculation), it being understood that in no event will the Calculation Agent be obligated
to share with Counterparty any proprietary or confidential data or information or any proprietary models used by it in making such adjustment,
determination or calculation or any information that is subject to an obligation not to disclose such information.
	 	 
	 	All
calculations and determinations by the Calculation Agent shall be made in good faith and in a commercially reasonable manner.
	 	 
	Non-Reliance:	Applicable
	 	 
	Agreements and 

Acknowledgements Regarding 

Hedging Activities:	Applicable
	 	 
	Additional Acknowledgements:	Applicable




 


Schedule
Provisions:


 


	Automatic Early Termination:	The “Automatic Early Termination” of Section 6(a) of the ISDA Form will not apply to either party.
	 	 
	Termination Currency:	United States Dollars
	 	 
	Governing Law:	New York law (without reference to choice of law doctrine)
	 	 
	Credit Support Document:	With respect to Seller, the documentation governing the Escrow Account. With respect to Counterparty, None.




 






    8


     


    

 


	Credit Support Provider:	With respect to Seller and Counterparty, None.
	 	 
	Local Business Days:	Seller specifies the following places for the purposes of the definition of Local Business Day as it applies to it: New York.
	 	 
	Counterparty specifies the following
 places for the purposes of the definition
 of Local Business Day as it applies to it:	New York.




 


Representations,
Warranties and Covenants


 


Each
of Counterparty and Seller represents and warrants to, and covenants and agrees with, the other as of the date on which it enters into
the Transaction that (in the absence of any written agreement between the parties that expressly imposes affirmative obligations to the
contrary for the Transaction):


 


		(a)	Non-Reliance.
                                            It is acting for its own account, and it has made its own independent decisions to enter
                                            into the Transaction and as to whether the Transaction is appropriate or proper for it based
                                            upon its own judgment and upon advice from such advisers as it has deemed necessary. It is
                                            not relying on any communication (written or oral) of the other party as investment advice
                                            or as a recommendation to enter into the Transaction, it being understood that information
                                            and explanations related to the terms and conditions of the Transaction will not be considered
                                            investment advice or a recommendation to enter into the Transaction. No communication (written
                                            or oral) received from the other party will be deemed to be an assurance or guarantee as
                                            to the expected results of the Transaction.



 


		(b)	Assessment
                                            and Understanding. It is capable of assessing the merits of and understanding (on
                                            its own behalf or through independent professional advice), and understands and accepts,
                                            the terms, conditions and risks of the Transaction. It is also capable of assuming, and assumes,
                                            the risks of the Transaction.



 


		(c)	Non-Public
                                            Information. It is in compliance with Section 10(b) under the Securities
                                            Exchange Act of 1934, as amended (the “Exchange Act”).



 


		(d)	Eligible
                                            Contract Participant. It is an “eligible contract participant” under,
                                            and as defined in, the Commodity Exchange Act (7 U.S.C. § 1a(18)) and CFTC regulations
                                            (17 CFR § 1.3).



 


		(e)	Tax
                                            Characterization. It shall treat the Transaction as a derivative financial contract
                                            for U.S. federal income tax purposes, and it shall not take any action or tax return filing
                                            position contrary to this characterization.



 


		(f)	Investment
                                            Company Act. It is not and, after giving effect to the Transaction, will not
                                            be required to register as an “investment company” under, and as such term is
                                            defined in, the Investment Company Act of 1940, as amended.



 


		(g)	Authorization.
                                            The Transaction has been entered into pursuant to authority granted by its board of directors
                                            or other governing authority. It has no internal policy, whether written or oral, that would
                                            prohibit it from entering into any aspect of the Transaction, including, but not limited
                                            to, the purchase of Shares that may be made in connection therewith.



 






    9


     


    

 


Counterparty
represents and warrants to, and covenants and agrees with Seller as of the date on which it enters into the Transaction and for all times
thereafter until the day following Valuation Date that (in the absence of any written agreement between the parties that expressly imposes
affirmative obligations to the contrary for the Transaction):


 


		(a)	Total
                                            Assets. It has total assets of at least USD 50,000,000 as of the date hereof.



 


		(b)	Transferability.
                                            Counterparty confirms that the Shares shall be freely tradable and transferable and without
                                            restriction on resale.



 


		(c)	Non-Reliance.
                                            Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty
                                            acknowledges that Seller is not making any representations or warranties or taking any position
                                            or expressing any view with respect to the treatment of the Transaction under any accounting
                                            standards.



 


		(d)	Solvency.
                                            Counterparty is, and shall be as of the date of any payment or delivery by Counterparty under
                                            the Transaction, solvent and able to pay its debts as they come due, with assets having a
                                            fair value greater than liabilities and with capital sufficient to carry on the businesses
                                            in which it engages. Counterparty: (i) has not engaged in and will not engage in any
                                            business or transaction after which the property remaining with it will be unreasonably small
                                            in relation to its business, (ii) has not incurred and does not intend to incur debts
                                            beyond its ability to pay as they mature, and (iii) as a result of entering into and
                                            performing its obligations under the Transaction, (a) it has not violated and will not
                                            violate any relevant state law provision applicable to the acquisition or redemption by an
                                            issuer of its own securities and (b) it would not be nor would it be rendered “insolvent”
                                            (as such term is defined under Section 101(32) of the Bankruptcy Code). If on any Exchange
                                            Business Day the Counterparty has liquidity, including cash and amounts available for borrowing
                                            under any applicable credit facility, of less than $20 million, the Counterparty shall promptly
                                            provide written notice of such condition to Seller.



 


		(e)	Public
                                            Reports. Counterparty is in compliance with its reporting obligations under the Exchange
                                            Act, and all reports and other documents filed by Counterparty with the Securities and Exchange
                                            Commission pursuant to the Exchange Act, when considered as a whole (with the most recent
                                            such reports and documents deemed to amend inconsistent statements contained in any earlier
                                            such reports and documents), do not contain any untrue statement of a material fact or any
                                            omission of a material fact required to be stated therein or necessary to make the statements
                                            therein, in the light of the circumstances under which they were made, not misleading.



 


		(f)	No
                                            Distribution. Counterparty is not entering into the Transaction to facilitate a distribution
                                            of the Shares (or any security that may be converted into or exercised or exchanged for Shares,
                                            or whose value under its terms may in whole or in significant part be determined by the value
                                            of the Shares) or in connection with any future issuance of securities.



 






    10


     


    

 


		(g)	Form 8-K.
                                            The Counterparty will not file with the Securities and Exchange Commission any Form 8-K
                                            or other document that includes any disclosure regarding this Confirmation or the Transaction
                                            without consulting with and reasonably considering any comments received from Seller, provided
                                            that, no consultation shall be required with respect to any subsequent disclosures that are
                                            substantially similar to prior disclosures by Counterparty that were reviewed by Seller.



 


		(h)	No
                                            Affiliation. Counterparty, to the best of its knowledge, and each other person that
                                            is directly or indirectly through one or more intermediates controlling or controlled by
                                            or under common control with the Counterparty is not to be considered and shall not become
                                            or be considered an “affiliate” (as defined in Rule 144 under the Securities
                                            Act) of the Seller at any time during the term of the Transaction.



 


Seller
represents and warrants to, and covenants and agrees with Counterparty as of the date on which it enters into the Transaction and each
other date specified that (in the absence of any written agreement between the parties that expressly imposes affirmative obligations
to the contrary for the Transaction):


 


		(a)	Regulatory
                                            Filings. It together with each other person in the Seller Group (as defined in “Other
                                            Provisions” below) is in compliance with all material regulatory filings relating to
                                            the Issuer and the Transaction. Counterparty covenants that it will make all regulatory filings
                                            that it is required by law or regulation to make with respect to the Transaction including,
                                            without limitation, as may be required by Section 13 or Section 16 under the Exchange
                                            Act and, assuming the accuracy of Counterparty’s Repurchase Notices (as described under
                                            “Repurchase Notices” below) any sales of Subject Shares will be in compliance
                                            therewith.



 


		(b)	Net
                                            Long Position. During the term of this Transaction it together with each other person
                                            in the Seller Group will maintain on an aggregated basis a net long position at least equal
                                            to the Number of Shares then subject to this Transaction. In computing the net long position
                                            it shall aggregate all cash transactions in the Shares as well as the notional amount of
                                            all derivatives or other instruments that directly or indirectly give economic exposure to
                                            the Shares.



 


Transactions
by Seller in the Shares


 


		(a)	Seller
                                            hereby waives the redemption rights (“Redemption Rights”) set forth in
                                            Section 9.2 of the Certificate of Incorporation in connection with the Business Combination
                                            with respect to Shares it acquires from holders of Shares other than the Issuer or affiliates
                                            of the Issuer (each, a “Third Party Shareholder”) who have redeemed Shares
                                            or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the
                                            period (the “Hedging Period”) beginning on the date of execution of this
                                            Agreement and ending at the time reversals of redemptions in connection with the Business
                                            Combination are no longer permitted (the Shares so acquired, the “Subject Shares”).
                                            Following the end of such period, Seller shall promptly notify Counterparty of the number
                                            of Subject Shares. To the extent Seller acquired Shares for which a redemption election has
                                            already been made, it shall promptly rescind such election. Seller reserves the sole discretion
                                            to sell or otherwise transfer or dispose of any of the Subject Shares or any other shares
                                            or securities of the Issuer in one or more public or private transactions at any time; provided
                                            that if such Subject Shares are transferred during the Hedging Period, such transferee also
                                            agrees to waive Redemption Rights with respect to such Subject Shares and transfer to the
                                            Counterparty any warrants distributed or to be distributed in respect of such Subject Shares
                                            and provided, further, that all Subject Shares, and all Shares purchased by Seller after
                                            the Hedging Period but prior to the close on the date of the Business Combination, shall
                                            be included in the Number of Shares and, upon the sale of any such Shares, such Shares shall
                                            constitute OET Shares with respect to which an Optional Early Termination has occurred for
                                            purposes of this Transaction.



 






    11


     


    

 


		(b)	To
                                            the extent Seller elects to sell or dispose of any Shares, Seller will give written notice
                                            to Counterparty of any sale of Subject Shares by Seller within one (1) Local Business
                                            Day following the date of such sale or disposition, such notice to include the date of the
                                            sale and the number of Subject Shares sold.



 


		(c)	Counterparty
                                            hereby agrees that the provisions of Section 9.2(c) of the Certificate of Incorporation
                                            with respect to the Subject Shares (or any other shares of the Issuer held by Seller or any
                                            of its affiliates) and any other applicable provisions of the Certificate of Incorporation
                                            that would impose redemption or transfer restrictions with respect to the Subject Shares
                                            (or any other shares of the Issuer held by Seller or any of its affiliates) shall be inapplicable;
                                            provided that such Subject Shares shall not be permitted to be redeemed by Seller during
                                            the term of this Agreement pursuant to Section (a) above. Notwithstanding anything
                                            to the contrary set forth herein, the consent set forth in this paragraph (c) shall
                                            survive any termination or expiration of this Confirmation.



 


		(d)	Seller
                                            and Counterparty agree that the Seller shall transfer to Counterparty, on the Valuation Date,
                                            any warrants and any entitlement to warrants distributed or to be distributed to the Seller
                                            by LCAP in respect of the Shares.



 


No
Arrangements


 


Seller
and Counterparty each acknowledge and agree that: (i) there are no voting, hedging or settlement arrangements between Seller and
Counterparty with respect to any Shares or the Issuer, other than those set forth herein; (ii) although Seller may hedge its risk
under the Transaction in any way Seller determines, Seller has no obligation to hedge with the purchase or maintenance of any Shares
or otherwise; (iii) Counterparty will not be entitled to any voting rights in respect of any of the Shares underlying the Transaction;
and (iv) Counterparty will not seek to influence Seller with respect to the voting of any Hedge Positions of Seller consisting of
Shares.


 






    12


     


    

 


Wall
Street Transparency and Accountability Act


 


In
connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties
hereby agree that neither the enactment of WSTAA or any regulation under WSTAA, nor any requirement under WSTAA or an amendment made
by WSTAA, nor any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the
date of this Confirmation, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate,
modify, amend or supplement this Confirmation or the ISDA Form, as applicable, arising from a termination event, force majeure, illegality,
increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the ISDA
Form.


 


Address
for Notices


 


Notice
to Seller:


 


CF
Principal Investments LLC

499 Park Avenue

New York, NY 10022

Attention: COO

Email: CFPINotices@cantor.com


 


Notice
to Counterparty:


 


Lionheart
Acquisition Corp. II

4218 NE 2nd Avenue

Miami, FL 33137


 


Following
the Closing of the Business Combination:


 


c/o
MSP Recovery, LLC

2701 Le Jeune Road, Floor 10

Coral Gables, FL 33134

Attention: General Counsel


 


Account
Details


 


Account
details for Seller: To be advised.


 


Account
details for Counterparty: To be advised.


 


Other
Provisions.


 


		(a)	Rule 10b5-1.



 


		(i)	Counterparty
                                            represents and warrants to Seller that Counterparty is not entering into the Transaction
                                            to create actual or apparent trading activity in the Shares (or any security convertible
                                            into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price
                                            of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose
                                            of inducing the purchase or sale of such securities or otherwise in violation of the Exchange
                                            Act, and Counterparty represents and warrants to Seller that Counterparty has not entered
                                            into or altered, and agrees that Counterparty will not enter into or alter, any corresponding
                                            or hedging transaction or position with respect to the Shares. Counterparty acknowledges
                                            that it is the intent of the parties that the Transaction comply with the requirements of
                                            paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”)
                                            and the Transaction shall be interpreted to comply with the requirements of Rule 10b5-1(c).



 






    13


     


    

 


		(ii)	Counterparty
                                            agrees that it will not seek to control or influence Seller’s decision to make any
                                            “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3))
                                            under the Transaction, including, without limitation, Seller’s decision to enter into
                                            any hedging transactions. Counterparty represents and warrants that it has consulted with
                                            its own advisors as to the legal aspects of its adoption and implementation of this Confirmation
                                            and the Transaction under Rule 10b5-1.



 


		(iii)	Counterparty
                                            acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation
                                            must be effected in accordance with the requirements for the amendment or termination of
                                            a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of
                                            the foregoing, Counterparty acknowledges and agrees that any such amendment, modification,
                                            waiver or termination shall be made in good faith and not as part of a plan or scheme to
                                            evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver
                                            shall be made at any time at which Counterparty or any officer, director, manager or similar
                                            person of Counterparty is aware of any material non-public information regarding Counterparty
                                            or the Shares.



 


		(b)	Repurchase
                                            Notices. Counterparty shall, on any day on which Counterparty effects any repurchase
                                            of Shares (other than any redemption in connection with the Business Combination), promptly
                                            give Seller a written notice of such repurchase (a “Repurchase Notice”)
                                            on such day if following such repurchase, the number of outstanding Shares as determined
                                            on such day is (i) less than the number of Shares outstanding that would result in the
                                            percentage of total Shares outstanding represented by the number of Shares underlying the
                                            Transaction increasing by 0.10% (in the case of the first such notice) or (ii) thereafter
                                            more than the number of Shares that would need to be repurchased to result in the percentage
                                            of total Shares outstanding represented by the number of Shares underlying the Transaction
                                            increasing by a further 0.10% less than the number of Shares included in the immediately
                                            preceding Repurchase Notice. Counterparty agrees, subject to compliance with applicable law,
                                            to indemnify and hold harmless Seller and its affiliates and their respective officers, directors,
                                            employees, affiliates, advisors, agents and controlling persons (each, an “Indemnified
                                            Person”) from and against any and all losses (including losses relating to Seller’s
                                            hedging activities as a consequence of remaining or becoming a Section 16 “insider”
                                            following the closing of the Business Combination, including without limitation, any forbearance
                                            from hedging activities or cessation of hedging activities and any losses in connection therewith
                                            with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including
                                            reasonable attorney’s fees), joint or several, which an Indemnified Person may become
                                            subject to, as a result of Counterparty’s failure to provide Seller with a Repurchase
                                            Notice on the day and in the manner specified in this paragraph, and to reimburse, within
                                            thirty (30) days, upon written request, each of such Indemnified Persons for any reasonable
                                            legal or other expenses incurred in connection with investigating, preparing for, providing
                                            testimony or other evidence in connection with or defending any of the foregoing; provided,
                                            however, for the avoidance of doubt, Counterparty has no indemnification or other obligations
                                            with respect to Seller becoming a Section 16 “insider” prior to the closing
                                            of the Business Combination. If any suit, action, proceeding (including any governmental
                                            or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified
                                            Person as a result of Counterparty’s failure to provide Seller with a Repurchase Notice
                                            in accordance with this paragraph, such Indemnified Person shall promptly notify Counterparty
                                            in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel
                                            reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and
                                            any others Counterparty may designate in such proceeding and shall pay the fees and expenses
                                            of such counsel related to such proceeding. Counterparty shall not be liable for any settlement
                                            of any proceeding contemplated by this paragraph that is effected without its written consent,
                                            but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty
                                            agrees to indemnify any Indemnified Person from and against any loss or liability by reason
                                            of such settlement or judgment. Counterparty shall not, without the prior written consent
                                            of the Indemnified Person, effect any settlement of any pending or threatened proceeding
                                            contemplated by this paragraph that is in respect of which any Indemnified Person is or could
                                            have been a party and indemnity could have been sought hereunder by such Indemnified Person,
                                            unless such settlement includes an unconditional release of such Indemnified Person from
                                            all liability on claims that are the subject matter of such proceeding on terms reasonably
                                            satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph
                                            is unavailable to an Indemnified Person or insufficient in respect of any losses, claims,
                                            damages or liabilities referred to therein, then Counterparty hereunder, in lieu of indemnifying
                                            such Indemnified Person thereunder, shall contribute to the amount paid or payable by such
                                            Indemnified Person as a result of such losses, claims, damages or liabilities. The remedies
                                            provided for in this paragraph are not exclusive and shall not limit any rights or remedies
                                            which may otherwise be available to any Indemnified Person at law or in equity. The indemnity
                                            and contribution agreements contained in this paragraph shall remain operative and in full
                                            force and effect regardless of the termination of the Transaction.



 






    14


     


    

 


		(c)	Transfer
                                            or Assignment. The rights and duties under this Confirmation may not be transferred
                                            or assigned by any party hereto without the prior written consent of the other party. If
                                            at any time following the closing of the Business Combination at which (A) the Section 16
                                            Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit
                                            (if any applies) (any such condition described in clause (A) or (B), an “Excess
                                            Ownership Position”), Seller is unable after using its commercially reasonable
                                            efforts to effect a transfer or assignment of a portion of the Transaction to a third party
                                            on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable
                                            to Seller such that no Excess Ownership Position exists, then Seller may designate any Exchange
                                            Business Day as an Early Termination Date with respect to a portion of the Transaction (the
                                            “Terminated Portion”), such that following such partial termination no
                                            Excess Ownership Position exists. In the event that Seller so designates an Early Termination
                                            Date with respect to a portion of the Transaction, a portion of the Shares with respect to
                                            the Transaction shall be delivered to Counterparty as if the Early Termination Date was the
                                            Valuation Date in respect of a Transaction having terms identical to the Transaction and
                                            a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16
                                            Percentage” as of any day is the fraction, expressed as a percentage, as determined
                                            by Seller, (A) the numerator of which is the number of Shares that Seller and each person
                                            subject to aggregation of Shares with Seller under Section 13 or Section 16 of
                                            the Exchange Act and rules promulgated thereunder and all persons who may form a “group”
                                            (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly
                                            or indirectly beneficially own (as defined under Section 13 or Section 16 of the
                                            Exchange Act and rules promulgated thereunder) (the “Seller Group”
                                            ) and (B) the denominator of which is the number of Shares outstanding.



 






    15


     


    

 


The
 “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be
aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a
 “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty
that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively
owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined
by Seller in its sole discretion.


 


The
 “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise
to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity but excluding
any Section 13 reporting) of a Seller Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction,
as determined by Seller in its sole discretion, minus (B) 0.1% of the number of Shares outstanding.


 


		(d)	Indemnification.
                                            Counterparty agrees to indemnify and hold harmless Seller, its affiliates and its assignees
                                            and their respective directors, officers, employees, agents and controlling persons (each
                                            such person being an “Indemnified Party”) from and against any and all
                                            losses (but not including financial losses to an Indemnified Party relating to the economic
                                            terms of the Transaction except to the extent incurred due to a failure by the Counterparty
                                            to perform its obligations under this Confirmation in accordance with its terms), claims,
                                            damages and liabilities (or actions in respect thereof), joint or several, incurred by or
                                            asserted against such Indemnified Party arising out of, in connection with, or relating to,
                                            the execution or delivery of this Confirmation, the performance by the parties hereto of
                                            their respective obligations under the Transaction, any breach of any covenant or representation
                                            made by Counterparty in this Confirmation or the ISDA Form or the consummation of the
                                            transactions contemplated hereby. Counterparty will not be liable under the foregoing indemnification
                                            provision to the extent that any loss, claim, damage, liability or expense is found in a
                                            nonappealable judgment by a court of competent jurisdiction to have resulted from Seller’s
                                            gross negligence, willful misconduct or bad faith in connection with the Transaction. If
                                            for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient
                                            to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum
                                            extent permitted by law, to the amount paid or payable by the Indemnified Party as a result
                                            of such loss, claim, damage or liability. In addition (and in addition to any other reimbursement
                                            of legal fees and expenses contemplated by this Confirmation), Counterparty will reimburse
                                            any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as
                                            they are incurred in connection with the investigation of, preparation for or defense or
                                            settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom,
                                            whether or not such Indemnified Party is a party thereto and whether or not such claim, action,
                                            suit or proceeding is initiated or brought by or on behalf of Counterparty except to the
                                            extent that any such expense is found in a nonappealable judgment by a court of competent
                                            jurisdiction to have resulted from Seller’s gross negligence, willful misconduct or
                                            bad faith in connection with the Transaction. Counterparty also agrees that no Indemnified
                                            Party shall have any liability to Counterparty or any person asserting claims on behalf of
                                            or in right of Counterparty in connection with or as a result of any matter referred to in
                                            this Confirmation except to the extent that any losses, claims, damages, liabilities or expenses
                                            incurred by Counterparty result from such Indemnified Party’s material breach of any
                                            covenant, representation or other obligation in this Confirmation or the ISDA Form or
                                            from the willful misconduct or bad faith of the Indemnified Party. The provisions of this
                                            paragraph shall survive the completion of the Transaction contemplated by this Confirmation
                                            and any assignment and/or delegation of the Transaction made pursuant to the ISDA Form or
                                            this Confirmation shall inure to the benefit of any permitted assignee of Seller.



 






    16


     


    

 


		(e)	Amendments
                                            to Equity Definitions.



 


		(i)	Section 11.2(a) of
                                            the Equity Definitions is hereby amended by (i) replacing the words “a diluting
                                            or concentrative” with the word “an” and adding the phrase “or such
                                            Transaction” at the end thereof;



 


		(ii)	The
                                            first sentence of Section 11.2(c) of the Equity Definitions, prior to clause (A) thereof,
                                            is hereby amended to read as follows: ‘(c) If “Calculation Agent Adjustment”
                                            is specified as the Method of Adjustment in the related Confirmation of a Share Option Transaction
                                            or Share Forward Transaction, then, following the announcement or occurrence of any Potential
                                            Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment
                                            Event has an economic effect on the Transaction and, if so, will (i) make appropriate
                                            adjustment(s), if any, to any one or more of:’ and the portion of such sentence immediately
                                            preceding clause (ii) thereof is hereby amended by deleting the words “diluting
                                            or concentrative”.



 


		(iii)	Section 11.2(e)(vii) of
                                            the Equity Definitions is hereby amended by (i) replacing the words “a diluting
                                            or concentrative” with the word “an” and (ii) adding the phrase “or
                                            the relevant Transaction” at the end thereof;



 






    17


     


    

 


		(iv)	Section 12.6(a)(ii) of
                                            the Equity Definitions is hereby amended by (i) deleting from the fourth line thereof
                                            the word “or” after the word “official” and inserting a comma therefor,
                                            and (ii) deleting the semi-colon at the end of subsection (B) thereof and inserting
                                            the following words therefor “or (C) the occurrence of any of the events specified
                                            in Section 5(a)(vii)(1) through (9) of the ISDA Form with respect to
                                            that Issuer.”;



 


		(v)	Section 12.6(c)(ii) of
                                            the Equity Definitions is hereby amended by replacing the words “the Transaction will
                                            be cancelled,” in the first line with the words “Seller will have the right,
                                            which it must exercise or refrain from exercising, as applicable, in good faith acting in
                                            a commercially reasonable manner, to cancel the Transaction,”; and



 


		(vi)	Section 12.9(b)(i) of
                                            the Equity Definitions is hereby amended by (i) replacing “either party may elect”
                                            with “Seller may elect” and (ii) replacing “notice to the other party”
                                            with “notice to Counterparty” in the first sentence of such section.



 


		(f)	Waiver
                                            of Jury Trial. Each party waives, to the fullest extent permitted by applicable law,
                                            any right it may have to a trial by jury in respect of any suit, action or proceeding relating
                                            to the Transaction. Each party (i) certifies that no representative, agent or attorney
                                            of either party has represented, expressly or otherwise, that such other party would not,
                                            in the event of such a suit, action or proceeding, seek to enforce the foregoing waiver and
                                            (ii) acknowledges that it and the other party have been induced to enter into the Transaction,
                                            as applicable, by, among other things, the mutual waivers and certifications provided herein.



 


		(g)	Conflicts.
                                            Affiliates of Seller, including Cantor Fitzgerald & Co. (“CF&CO”),
                                            engage in a wide range of activities for their own accounts and the accounts of customers,
                                            including corporate finance, mergers and acquisitions, merchant banking, equity and fixed
                                            income sales, trading and research, derivatives, foreign exchange, futures, asset management,
                                            custody, clearance and securities lending. In the course of its business, affiliates of Seller
                                            may, directly or indirectly, hold long or short positions, trade and otherwise conduct such
                                            activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative
                                            products relating to, the Counterparty or its potential business combination counterparties.
                                            Any such position will be created, and maintained, independently of the position Seller may
                                            take in the Counterparty pursuant to the Transaction (if any), and Seller. In addition, affiliates
                                            of Seller may have been and/or be engaged by one or more entities that may be competitors
                                            with, or otherwise adverse to, the Counterparty in matters other than the Transaction, and
                                            Seller or affiliates of Seller may have or may in the future provide investment banking or
                                            other services to parties that are adverse to the Counterparty. Counterparty acknowledges
                                            that CF&CO was an underwriter of the Counterparty’s initial public offering and
                                            is entitled to receive fees from Counterparty upon consummation of the Business Combination.
                                            Activities of CF&CO. performed on behalf of Counterparty or any of Counterparty’s
                                            potential business combination counterparties may give rise to actual or apparent conflicts
                                            of interest given Seller’s (and its affiliates’) potentially competing interests
                                            with those of Counterparty. Counterparty expressly acknowledges the benefits it receives
                                            from Seller’s participation in the proposed Transaction (if any), on the one hand,
                                            and Seller’s affiliates’ activities, if any, on behalf of Seller and Counterparty,
                                            on the other hand, and understands the conflict or potential conflict of interest that may
                                            arise in this regard, and has consulted with such independent advisors as it deems appropriate
                                            in order to understand and assess the risks associated with these potential conflicts of
                                            interest.



 






    18


     


    

 


		(h)	Tax
                                            Disclosure. Effective from the date of commencement of discussions concerning the
                                            Transaction, Counterparty and each of its employees, representatives, or other agents may
                                            disclose to any and all persons, without limitation of any kind, the tax treatment and tax
                                            structure of the Transaction and all materials of any kind (including opinions or other tax
                                            analyses) that are provided to Counterparty relating to such tax treatment and tax structure.



 


		(i)	Securities
                                            Contract; Swap Agreement. The parties hereto intend for (i) the Transaction
                                            to be (a) a “securities contract” as defined in the Bankruptcy Code, in
                                            which case each payment and delivery made pursuant to the Transaction is a “termination
                                            value,” “payment amount” or “other transfer obligation” within
                                            the meaning of Section 362 of the Bankruptcy Code and a “settlement payment,”
                                            within the meaning of Section 546 of the Bankruptcy Code, and (b) a “swap
                                            agreement” as defined in the Bankruptcy Code, with respect to which each payment and
                                            delivery hereunder or in connection herewith is a “termination value,” “payment
                                            amount” or “other transfer obligation” within the meaning of Section 362
                                            of the Bankruptcy Code and a “transfer,” as such term is defined in Section 101(54)
                                            of the Bankruptcy Code and a “payment or other transfer of property” within the
                                            meaning of Sections 362 and 546 of the Bankruptcy Code, and the parties hereto to be entitled
                                            to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e),
                                            546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate,
                                            terminate and accelerate the Transaction and to exercise any other remedies upon the occurrence
                                            of any Event of Default under the ISDA Form with respect to the other party to constitute
                                            a “contractual right” as described in the Bankruptcy Code, and (iii) each
                                            payment and delivery of cash, securities or other property hereunder to otherwise constitute
                                            a “margin payment” or “settlement payment” and a “transfer”
                                            as defined in the Bankruptcy Code. Seller and Issuer further agree that neither of them shall
                                            have any power of dominion and control over the Escrow Amount or any other property in the
                                            Escrow Account from time to time, and Seller (for itself and on behalf of Issuer) acknowledges
                                            that neither entity shall have access to the funds in the Escrow Account except as specifically
                                            set forth in the account agreement establishing and governing the Escrow Account.



 


		(j)	Process
                                            Agent. For the purposes of Section 13(c) of the ISDA Form:
	 	 	 
	 	 	Seller
appoints as its Process Agent: None
	 	 	 
	 	 	Counterparty
appoints as its Process Agent: None.



 


[Signature
page follows]


 






    19


     


    

 


EXECUTION
COPY


 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it
to us at your earliest convenience.


 


	 	Very
    truly yours,
	 	 
	 	CF
    PRINCIPAL INVESTMENTS LLC
	 	 
	 	By: 	/s/ Mark Kaplan
	 	Name:
    Mark Kaplan
	 	Title:
    Authorized Signatory




 


Agreed
and accepted by:


 


	LIONHEART
    ACQUISITION CORP. II	 
	 	 
	By:	/s/
    Ophir Sternberg	 
	Name:
    Ophir Sternberg	 
	Title:
    Chairman, President and	 
	Chief
    Executive Officer	 
	 	 
	Acknowledged
    and agreed:	 
	 	 
	MSP
    RECOVERY, LLC	 
	 	 
	 	 
	By:	/s/
    John H. Ruiz	 
	Name:
    John H. Ruiz	 
	Title:
    Manager	 
	 	 
	By:	/s/
    Sandra Rodriguez	 
	Name:
    Sandra Rodriguez	 
	Title:
    Manager	 




 


[Signature
Page to Forward Purchase Agreement]


 






     


     


    

 


SCHEDULE
A




 


FORM OF
PRICING DATE NOTICE


 


	Date:	[],2021
	 	 
	To:	Lionheart Acquisition Corp. II (“Counterparty”)
	 	 
	Address:	4218 2nd Avenue 
	 	Miami, FL 33137
	 	 
	Phone:	(305) 614-2222
	 	 
	From:	CF Principal Investments LLC, a Delaware limited liability company (“Seller”)
	 	 
	Re:	OTC Equity Prepaid Forward Transaction




 


1.
This Pricing Date Notice supplements, forms part of, and is subject to the Confirmation Re: OTC Equity Prepaid Forward Transaction dated
May [16], 2022 (the “Confirmation”) between Counterparty and Seller, as amended and supplemented from time to
time. All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below. Capitalized terms
used and not defined in this Pricing Date Notice shall have the meaning set forth in the Confirmation.


 


2.
The purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and
Counterparty pursuant to the Confirmation.


 


3.
Between May 16, 2022 (the publicly announced deadline for redemption of the Counterparty’s shares of Class A Common Stock
(the “Shares”)) and May [●], 2022 (the date of the consummation of the Business Combination), the Seller
purchased and current beneficially owns the number of Shares set forth opposite the heading “Number of Shares” below. Each
such Share was purchased by Seller from bona fide third parties at or below the Redemption Price.


 


5.
Seller hereby waives its Redemption Rights with respect to the Shares in accordance with the provisions of the Confirmation.


 


5.
Seller hereby instructions the Counterparty to promptly deposit the amount in cash set forth below opposite the heading “Initial
Escrow Amount” into Escrow Account.


 


	 	 
	Pricing
    Date:	May [●],
    2022
	Number
    of Shares:	[●]
	Initial
    Escrow Amount	Number
    of Shares times Redemption Amount


 


Schedule
A




 






     


     


    

 


	 	Very
    truly yours,
	 	 
	 	CF
    PRINCIPAL INVESTMENTS LLC
	 	 
	 	By:	                   
	 	Name:
	 	Title:
    Authorized Signatory




 


Schedule
A