Exhibit 10.3


 


Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of May 17, 2022, is by and among CF Principal Investments LLC, a Delaware limited liability company (the “Investor”)
and Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”). This Agreement relates to
the Company Common Stock Purchase Agreement, dated as of May 17, 2022 (the “Company Common Stock Purchase Agreement”),
by and between the Investor and the Company. For purposes of the Company Common Stock Purchase Agreement, references to the “Company”
shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the
closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions
contemplated by the Membership Interest Purchase Agreement, dated as of July 11, 2021 (as it may be amended, supplemented or otherwise
modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company,
Lionheart II Holdings, LLC, a newly formed wholly owned subsidiary of the Company, the MSP Purchased Companies (as defined in the Merger
Agreement) (collectively, “MSP”), the members of MSP (the “Members”), and John H.
Ruiz, in his capacity as the representative of the Members.


 


RECITALS


 


The Company and the Investor have entered into
that certain Company Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”),
pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $1,000,000,000 in aggregate gross
purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
and (ii) the Exchange Cap (to the extent applicable under Section 3.3 of the Purchase Agreement), as provided for therein.


 


Pursuant to the terms of, and in consideration
for the Investor entering into, the Purchase Agreement, the Company shall cause to be paid to the Investor the Commitment Fee in accordance
with the terms of the Purchase Agreement.


 


Pursuant to the terms of, and in consideration
for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the
Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein)
as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the
Investor hereby agree as follows:






     

     


    




 


Article
I

DEFINITIONS


 


1.             Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth
in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Business Day” means
any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law
to remain closed.


 


“Closing Date” shall
mean the date of this Agreement.


 


“Commission” means the
U.S. Securities and Exchange Commission or any successor entity.


 


“Effective Date” means
the date that the applicable Registration Statement has been declared effective by the Commission.


 


“Effectiveness Deadline”
means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a), the earlier of (A) the
90th calendar day after the Filing Deadline, if such Registration Statement is subject to review by the Commission, and (B)
the 60th calendar day after the Filing Deadline, if the Company is notified (orally or in writing, whichever is earlier) by
the Commission that such Registration Statement will not be reviewed and (ii) with respect to any New Registration Statements that may
be required to be filed by the Company pursuant to this Agreement, the earlier of (A) the 90th calendar day following the date
on which the Company was required to file such additional Registration Statement, if such Registration Statement is subject to review
by the Commission, and (B) the 45th calendar day following the date on which the Company was required to file such New Registration
Statement, if the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement
will not be reviewed.


 


“Eligible Market” means
The New York Stock Exchange, Inc., NYSE AMEX Equities, the NASDAQ Global Select Market, The NASDAQ Global Market or the NASDAQ Capital
Market.


 


“Filing Deadline” means
(i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a), the 30th calendar
day after the consummation of the transactions contemplated by the Merger Agreement and (ii) with respect to any New Registration Statements
that may be required to be filed by the Company pursuant to this Agreement, the 10th Business Day following the sale of substantially
all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration Statement,
as applicable, or such other date as permitted by the Commission.


 


“Person” means any person
or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated
organization, business association, firm, joint venture, governmental agency or authority.


 






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“Prospectus” means the
prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement, as supplemented
from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


“Prospectus Supplement”
means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities
Act, including the documents incorporated by reference therein.


 


“register,” “registered,”
and “registration” refer to a registration effected by preparing and filing one or more Registration Statements
in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s)
by the Commission.


 


“Registrable Securities”
means all of (i) the Shares and (ii) any capital stock of the Company issued or issuable with respect to such Shares, including, without
limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares
of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor
entity into which the shares of Common Stock are converted or exchanged, in each case until such time as such securities cease to be Registrable
Securities pursuant to Section 2(f).


 


“Registration Statement”
means a registration statement or registration statements of the Company filed under the Securities Act covering the resale by the Investor
of Registrable Securities, as such registration statement or registration statements may be amended and supplemented from time to time,
including all documents filed as part thereof or incorporated by reference therein.


 


“Rule 144” means Rule
144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor
rule or regulation of the Commission that may at any time permit the Investor to sell securities of the Company to the public without
registration.


 


“Rule 415” means Rule
415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor
rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.


 


“Trading Market” means
NASDAQ Capital Market.


 


Article
II

REGISTRATIONS


 


2.             Registration.


 


(a)              
Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline,
file with the Commission the Initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of
the maximum number of additional Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission
rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under
the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”).
The Initial Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections
in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to have the Initial
Registration Statement declared effective by the Commission as soon as reasonably practicable, but in no event later than the applicable
Effectiveness Deadline following the filing thereof with the Commission, provided that the Financial Industry Regulatory Authority, Inc.
(“FINRA”) has advised in writing that it has no objections to the terms of sale of the Registrable Securities
by the Investor to the public before the Registration Statement is declared effective by the Commission.


 






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(b)              
Legal Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and
oversee, solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be
King & Spalding LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the
Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal
Counsel incurred in connection with the transactions contemplated hereby.


 


(c)              
Sufficient Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration
Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts
to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered
by such initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission
(“Staff”) with respect to the date on which the Staff will permit such additional Registration Statement(s)
to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration Statement, a “New
Registration Statement”) but in no event later than the applicable Filing Deadline for such New Registration Statement.
The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as
reasonably practicable following the filing thereof with the Commission, but in no event later than the applicable Effectiveness Deadline
for such New Registration Statement.


 


(d)              
No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities
on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing
such Registration Statement with the Commission.


 


(e)              
Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant
to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be
used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices),
or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the
Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall
reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal
Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit
such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary,
if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such
Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at
then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration
Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant
to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such
Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission
will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the
Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized).
In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable
efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are
available for use by the Investor.


 






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(f)               
Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration
Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has
been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company
or one of its Subsidiaries; and (iii) the date that is the first (1st) anniversary of the date of termination of the Purchase Agreement
in accordance with Article VIII of the Purchase Agreement.


 


Article
III

RELATED OBLIGATIONS


 


3.            Related Obligations. The Company shall use its commercially reasonable efforts to effect the registration of the Registrable
Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the
Company shall have the following obligations:


 


(a)              
The Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof
and one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no event
later than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable efforts to cause each such Registration
Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline
therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the Prospectus contained
therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and
not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities
covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor
holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date
of termination of the Purchase Agreement) (the “Registration Period”). Notwithstanding anything to the contrary
contained in this Agreement (but subject to the provisions of Section 3(p) hereof), the Company shall ensure that, when filed and at all
times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus
(including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not misleading. The Company
shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of a particular
Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as
the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably
practicable in accordance with Rule 461 under the Securities Act.


 






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(b)              
Subject to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the
Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and
the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated
under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein
current and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply
with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be
covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance
with the intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and
agrees that (i) at or before 8:30 a.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective Date of
the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file
with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant
to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase are
material to the Company (individually or collectively with all other prior VWAP Purchases, the consummation of which have not previously
been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement
or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act
(or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and the Investor, then, at or
before 8:30 a.m., New York City time, on the first (1st) Trading Day immediately following the VWAP Purchase Date, if a VWAP Purchase
Notice was properly delivered to the Investor hereunder in connection with such VWAP Purchase, the Company shall file with the Commission
a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the VWAP Purchase(s), the total VWAP Purchase
Price for the Shares subject to such VWAP Purchase(s) (as applicable), the applicable VWAP Purchase Price(s) for such Shares and the net
proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not previously
disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its Quarterly Reports on Form 10-Q and in its Annual
Reports on Form 10-K the information described in the immediately preceding sentence relating to all VWAP Purchase(s) consummated during
the relevant fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period
prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement on Form S-1
or Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this
Section 3(b)) by reason of the Company filing a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange
Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall
file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange
Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for
the purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use
of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the
provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable
Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter
as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.


 






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(c)              
The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least seven
(7) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including,
without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth
in such reports) within a reasonable number of days prior to their filing with the Commission, (B) shall reasonably consider any comments
of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained
therein and (C) file any such Registration Statement, amendment or supplement only with the express consent and sign-off of Legal Counsel.
The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or
the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude
any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with
the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without
limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all
exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration
Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document (other
than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR at the time
of Legal Counsel’s request.


 






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(d)              
The Company shall reasonably cooperate with the Investor’s due diligence in advance of the filing of any Registration Statement,
or any amendment or supplement thereto, including but not limited to causing the Company’s management and staff to be available
for and cooperate with the Investor’s due diligence inquiries, facilitating discussions by the Investor with the Company’s
financial and accounting advisors and causing the Company’s auditor to provide other customary diligence deliverables as set forth
in the Purchase Agreement.


 


(e)              
Without limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor,
without charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated
therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement,
one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such
other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation,
copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order
to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required
to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document
is available on EDGAR).


 


(f)               
The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration
and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other
securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably
necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however,
the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and the
Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any
of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or
its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(g)              
The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable
after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state 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 (provided that in no event shall such notice contain
any material, non- public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(p), promptly prepare
a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission
and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies
as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing
(i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or
e-mail on the same day of such effectiveness), and when the Company receives written notice from the Commission that a Registration Statement
or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements
to a Registration Statement or related Prospectus or related information, (iii) of the Company’s reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or
any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment
or supplement thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received
from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation
of the Company under the Purchase Agreement.


 






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(h)              
The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of
effectiveness of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the
loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension
is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor
of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.


 


(i)                
The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information
is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in
such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or
other final, non- appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been
made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The
Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor,
at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 






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(j)                
Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable
efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market,
or (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible
Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 


(k)              
The Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of
Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations
or amounts (as the case may be) as the Investor may reasonably request from time to time. Investor hereby agrees that it shall cooperate
with the Company, its counsel and Transfer Agent in connection with any issuances of DWAC Shares, and hereby represents, warrants and
covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such DWAC Shares
are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner
in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable
prospectus delivery requirements of the Securities Act. At the time such DWAC shares sold pursuant to the Registration Statement, such
DWAC Shares shall be free from all restrictive legends may be transmitted by the Transfer Agent to the Investor by crediting an account
at DTC as directed in writing by the Investor.


 


(l)                
Upon the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the
Investor and subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as
the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without
limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor
and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such
Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement
or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if
reasonably requested by the Investor.


 


(m)            
The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


(n)              
The Company shall make generally available to its security holders (which may be satisfied by making such information available
on EDGAR) as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement
(in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period
beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration
Statement.


 






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(o)              
The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission in connection with any registration hereunder.


 


(p)              
Within one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the
Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in
the form attached hereto as Exhibit A.


 


(q)              
Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time
after the Effective Date of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s
use of any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable
Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable
Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction
and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially
adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B)
such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it
impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement
any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other
material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely
affect the Company (each, an “Allowable Grace Period”); provided, however, that in no event shall the
Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds twenty (20)
consecutive Trading Days or an aggregate of sixty (60) days in any three hundred and sixty-five (365)-day period; and provided, further,
the Company shall not effect any such suspension during (A) the first 10 consecutive Trading Days after the Effective Date of the particular
Registration Statement or (B) the three-Trading Day period following the VWAP Purchase Share Delivery Date for each VWAP Purchase. Upon
disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any
event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales
it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated
in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless
such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p),
the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the
Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor
and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular
Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace
Period and for which the Investor has not yet settled.


 






    	 	11	 



     


    

 


Article
IV

OBLIGATIONS OF THE INVESTOR


 


4.             Obligations of the Investor.


 


(a)              
At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period
to which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor
with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such
information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the Company may reasonably request.


 


(b)              
The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by
the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the
Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration
Statement.


 


(c)              
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section
3(p) or the first sentence of 3(f), the Investor shall as soon as is reasonably practicable discontinue disposition of Registrable Securities
pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement
or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to
deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale
of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt
of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f)
and for which the Investor has not yet settled.


 


(d)              
The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act
as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


Article
V

EXPENSES OF REGISTRATION


 


5.              Expenses of Registration.


 


All reasonable expenses of the Company, other than
sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor, incurred in connection
with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.


 



    	 	12	 



     


    




Article
VI

INDEMNIFICATION


 


6.             Indemnification.


 


(a)              
In the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers,
shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent role of a Person
holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within
the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees,
agents, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the
lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively,
the “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation),
amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating,
preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not
an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject
insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto
or in any filing made in connection with the qualification of the offering under the securities or other “Blue Sky” laws of
any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged
omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented) or in any Prospectus
Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light
of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being,
collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly
as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation
which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for such Investor
Party expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any
such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit
C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any
Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is
based on a failure of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by
the Company (to the extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented)
or corrected Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following
the receipt of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably
withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the
Investor Party.


 






    	 	13	 



     


    

 


(b)              
In connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each
of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the
meaning of the Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified
Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs
in reliance upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly
for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being
hereby acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information
furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement);
and, subject to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other
expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however,
the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which
consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this Section
6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable
sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of
any of the Registrable Securities by the Investor pursuant to Section 9.


 


(c)              
Promptly after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement
of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party
or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to
assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company
Party (as the case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right
to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party
has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such
Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim; or
(iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party or Company
Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall have been
advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party or such Company
Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may be) notifies the indemnifying
party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall
not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying
party), provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable
fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company
Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation
or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably
available to the Company Party or Investor Party (as the case may be) which relates to such action or Claim. The indemnifying party shall
keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding
effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay
or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or Investor Party (as the
case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of a release from all
liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Company
Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification
as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Company Party or Investor Party (as the case
may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Investor Party or Company Party (as the case may be) under this Section 6, except to the
extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.


 





(d)              
No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of
Registrable Securities who is not guilty of fraudulent misrepresentation.


 






    	 	14	 



     


    

 


(e)              
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving
any payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent
a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.


 


(f)               
The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of
the Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


Article
VII

CONTRIBUTIONS


 


7.             Contribution.


 


To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for
which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution
shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in
Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person
involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller
of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of
such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor shall
not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the
Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor
has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


Article
VIII

REPORTS UNDER THE EXCHANGE ACT


 


8.              Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144, the Company agrees
to:


 


(a)              
use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined
in Rule 144;


 






    	 	15	 



     


    

 


(b)              
use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood
that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and
other documents is required for the applicable provisions of Rule 144;


 


(c)              
furnish to the Investor, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the
reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company with the Commission if such reports are not publicly available
via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to
Rule 144 without registration; and


 


(d)              
take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities
pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent without unreasonable delay as may be reasonably requested from time to time by the Investor and
otherwise fully cooperate with Investor and Investor’s broker in their efforts to effect such sale of securities pursuant to Rule
144.


 


Article
IX

ASSIGNMENT OF REGISTRATION RIGHTS


 


9.             Assignment of Registration Rights.


 


Neither the Company nor the Investor shall assign
this Agreement or any of their respective rights or obligations hereunder.


 


Article
X

AMENDMENT OR WAIVER


 


10.           Amendment or Waiver.


 


No provision of this Agreement may be amended or
waived by the parties from and after the date that is one (1) Trading Day immediately preceding the date of filing of the Initial Registration
Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be (i) amended other
than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against
whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or
delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


Article
XI

MISCELLANEOUS


 


11.             
Miscellaneous.


 






    	 	16	 



     


    

 


(a)              
Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or
is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two
or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election
received from such record owner of such Registrable Securities.


 


(b)              
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall
be given in accordance with Section 10.4 of the Purchase Agreement.


 


(c)              
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such
right or remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of
the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity
of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either
party may be entitled by law or equity.


 


(d)              
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of
New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue
of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other
jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






    	 	17	 



     


    

 


(e)              
The Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter
thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written,
solely with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject
matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without
implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner
whatsoever (i) the conditions precedent to a VWAP Purchase contained in Article VII of the Purchase Agreement or (ii) any of the Company’s
obligations under the Purchase Agreement.


 


(f)               
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement
is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors
and the Persons referred to in Sections 6 and 7 hereof.


 


(g)              
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall
be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
 “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h)              
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with
the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


(i)                
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)                
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and
no rules of strict construction will be applied against any party.


 


[Signature Pages Follow]


 




    	 	18	 



     


    


 


IN WITNESS WHEREOF, the Investor and the
Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written
above.


 


	 	COMPANY:
	 	 
	 	LIONHEART ACQUISITION CORPORATION II, a Delaware corporation
	 	 	 
	 	 	 
	 	By:	/s/ Ophir Sternberg
	 	Name:	Ophir Sternberg
	 	Title:	Chairman, President and Chief Executive Officer
	 	 	
	 	 	 
	 	 	 
	 	INVESTOR:
	 	 
	 	CF PRINCIPAL INVESTMENTS LLC,
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Mark Kaplan
	 	Name:	Mark Kaplan
	 	Title:	Authorized Signatory


 


 







    [Signature
Page to Registered Rights Agreement]


     


    



 


Acknowledged and agreed:


 


MSP RECOVERY, LLC, a Florida limited liability
company


 





	By: 	/s/ John H. Ruiz	 
	Name: John H. Ruiz	 
	Title: Manager	 
	 	 	 
	 	 	 
	 	 	 
	By: 	/s/ Sandra Rodriguez	 
	Name: Sandra Rodriguez	 
	Title: Manager	 


 


 




    [Signature
Page to Registered Rights Agreement]


     


    


EXHIBIT
A 


 


FORM OF NOTICE OF EFFECTIVENESS

OF REGISTRATION STATEMENT


 


[•]


[•]


[•]


Re: Lionheart Acquisition Corporation II


 


Ladies and Gentlemen:


 


We are counsel to Lionheart Acquisition Corporation II, a Delaware
corporation (the “Company”), and have represented the Company in connection with that certain Company Common
Stock Purchase Agreement, dated as of [●] (the “Purchase Agreement”), entered into by and between the
Company and the Investor named therein (the “Holder”), pursuant to which the Company has issued and may issue
to the Holder from time to time shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
Pursuant to the Purchase Agreement, the Company also has entered into a Registration Rights Agreement, dated as of [●], with the
Holder (the “Registration Rights Agreement”), pursuant to which the Company agreed, among other things, to register
the offer and sale by the Holder of the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities
Act of 1933, as amended (the “Securities Act”). In connection with the Company’s obligations under the
Registration Rights Agreement, on [●], the Company filed a Registration Statement on Form S-1 (File No. 333- [●]) (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the resale
by the Holder of Registrable Securities and which names the Holder as an underwriter and a selling stockholder thereunder.


 


In connection with the foregoing, based solely on our review of the
Commission’s EDGAR website, we advise you that the Registration Statement became effective under the Securities Act on [●].
In addition, based solely on our review of the information made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml,
we confirm that the Commission has not issued any stop order suspending the effectiveness of the Registration Statement. To our knowledge,
based solely on our participation in the conferences mentioned above regarding the Registration Statement and our review of the information
made available by the Commission at http://www.sec.gov/litigation/stoporders.shtml, no proceedings for that purpose are pending or have
been instituted or threatened by the Commission.


 


We assume no obligation to update or supplement this letter to reflect
any facts or circumstances which may hereafter come to our attention with respect to the matters herein and statements expressed above,
including any changes in applicable law that may hereafter occur.


 


This letter is being delivered solely for the benefit of the person
to whom it is addressed; accordingly, it may not be quoted, filed with any governmental authority or other regulatory agency or otherwise
circulated or utilized for any purposes without our prior written consent.


 






     

     


    

 


 


	 	Very truly yours,
	 	 
	 	 
	 	
     
	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 




     

     


    


 


EXHIBIT
B 


 


SELLING STOCKHOLDER


 


This prospectus relates to the possible resale from time to time by
CF Principal Investments LLC (“Cantor”) of any or all of the shares of common stock that may be issued by us to Cantor under
the Purchase Agreement. For additional information regarding the issuance of common stock covered by this prospectus, see the section
titled “Cantor Committed Equity Financing” above. We are registering the shares of common stock pursuant to the provisions
of the Registration Rights Agreement we entered into with Cantor on [●] in order to permit the selling stockholder to offer the
shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement
or as otherwise disclosed in this prospectus, Cantor has not had any material relationship with us within the past three years. As used
in this prospectus, the term “selling stockholder” means Cantor.


 


The table below presents information regarding the selling stockholder
and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information
supplied to us by the selling stockholder, and reflects holdings as of [●] 2022. The number of shares in the column “Maximum
Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the
selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of its shares in this offering.
We do not know how long the selling stockholder will hold the shares before selling them, and we currently have no agreements, arrangements
or understandings with the selling stockholder regarding the sale of any of the shares.


 


Beneficial ownership is determined in accordance with Rule 13d-3(d)
promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholder has voting
and investment power. The percentage of shares of common stock beneficially owned by the selling stockholder prior to the offering shown
in the table below is based on an aggregate of [●] shares of our common stock outstanding on [●]. Because the purchase price
of the shares of common stock issuable under the Purchase Agreement is determined on the VWAP Purchase Date with respect to each VWAP
Purchase, the number of shares that may actually be sold by the Company under the Purchase Agreement may be fewer than the number of shares
being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant
to this prospectus.




 


 



     

     


    

 





	Name of Selling Stockholder	 	Number of Shares of

Common Stock

Owned Prior to

Offering	 	 	Maximum Number of

Shares of Common Stock

to be Offered Pursuant to

this Prospectus	 	 	Number of Shares of

Common Stock

Owned After Offering	 
	 	 	Number(1)	 	 	Percent(2)	 	 	 	 	 	Number(3)	 	 	Percent(2)	 
	CF Principal Investments LLC(4)	 	 	[•]	 	 	 	*	 	 	 	[•]	 	 	 	0	 	 	 	— 	 



 


		*	Represents beneficial ownership of less than 1% of the outstanding
shares of our common stock.



		(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we
have excluded from the number of shares beneficially owned prior to the offering all of the shares that Cantor may be required to purchase
under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained
in the Purchase Agreement, the satisfaction of which are entirely outside of Cantor’s control, including the registration statement
that includes this prospectus becoming and remaining effective. Furthermore, the VWAP Purchases of common stock are subject to certain
agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and
selling any shares of our common stock to Cantor to the extent such shares, when aggregated with all other shares of our common stock
then beneficially owned by Cantor, would cause Cantor’s beneficial ownership of our common stock to exceed 4.99%. The Purchase
Agreement also prohibits us from issuing or selling shares of our common stock under the Purchase Agreement in excess of the 19.99% Exchange
Cap, unless we obtain stockholder approval to do so, or unless sales of common stock are made at a price equal to or greater than $[●]
per share, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation
nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.



		(2)	Applicable percentage ownership is based on [●] shares
of our common stock outstanding as of [●].



		(3)	Assumes the sale of all shares being offered pursuant to this
prospectus.



		(4)	The business address of Cantor is 499 Park Avenue, New York,
NY 10022. CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. ("Cantor")
and directly or indirectly controls the managing general partner of Cantor Fitzgerald Securities (“CFS”), the sole member
of CF Principal Investments, LLC (“CFPI”). Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM's sole
stockholder. Cantor, indirectly, holds a majority of the ownership interests in CFS, and therefore also indirectly, CFPI. As such, each
of Cantor, CFGM and Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFPI. Each such entity
or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have
therein, directly or indirectly.


 




     

     


    


 


PLAN OF DISTRIBUTION


 


The shares of common stock offered by this prospectus are being offered
by the selling stockholder, Cantor. The shares may be sold or distributed from time to time by the selling stockholder directly to one
or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the
shares of our common stock offered by this prospectus could be effected in one or more of the following methods:


 


		·	ordinary brokers’ transactions;



		·	transactions involving cross or block trades;



		·	through brokers, dealers, or underwriters who may act solely as agents;



		·	“at the market” into an existing market for our common stock;



		·	in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected
through agents;



		·	in privately negotiated transactions; or



		·	any combination of the foregoing.



 


In order to comply with the securities laws of certain states, if applicable,
the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold
unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification
requirement is available and complied with. Cantor is an “underwriter” within the meaning of Section 2(a)(11) of the Securities
Act. Cantor has informed us that it intends to use one or more registered broker-dealers [(one of which is an affiliate of Cantor)] to
effectuate all sales, if any, of our common stock that it may acquire from us pursuant to the Purchase Agreement. Such sales will be made
at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will
be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Cantor has informed us that each such broker-dealer may
receive commissions from Cantor and, if so, such commissions will not exceed customary brokerage commissions.


 


Brokers, dealers, underwriters or agents participating in the distribution
of the shares of our common stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions
from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling stockholder through this prospectus.
The compensation paid to any such particular broker-dealer by any such purchasers of shares of our common stock sold by the selling stockholder
may be less than or in excess of customary commissions. Neither we nor the selling stockholder can presently estimate the amount of compensation
that any agent will receive from any purchasers of shares of our common stock sold by the selling stockholder.


 


We know of no existing arrangements between the selling stockholder
or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock
offered by this prospectus.


 


We may from time to time file with the SEC one or more supplements
to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information
contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a
particular sale of shares offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters
or agents participating in the distribution of such shares by the selling stockholder, any compensation paid by the selling stockholder
to any such brokers, dealers, underwriters or agents, and any other required information.


 






     

     


    

 


We will pay the expenses incident to the registration under the Securities
Act of the offer and sale of the shares of our common stock covered by this prospectus by the selling stockholder. As consideration for
its irrevocable commitment to purchase our common stock under the Purchase Agreement, we paid Cantor a cash commitment fee of $7,500,000
upon our execution of the Purchase Agreement. In addition, we have agreed to reimburse Cantor up to $[75,000] for the fees and disbursements
of counsel in connection with the initial transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and
will reimburse Cantor up to $[25,000] each fiscal quarter for the fees and disbursements of counsel in connection with ongoing bring down
diligence procedures.


 


We also have agreed to indemnify Cantor and certain other persons against
certain liabilities in connection with the offering of shares of our common stock offered hereby, including liabilities arising under
the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Cantor
has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us
by Cantor specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect
of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers,
and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed
in the Securities Act and is therefore, unenforceable.


 


We estimate that the total expenses for the offering will be approximately
$[●]. Cantor has represented to us that at no time prior to the date of the Purchase Agreement has Cantor, any of its affiliates
or any entity managed or controlled by Cantor engaged in or effected, directly or indirectly, for its own principal account, any short
sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction that establishes
a net short position with respect to our common stock. Cantor has agreed that during the term of the Purchase Agreement, none of Cantor,
any of its affiliates nor any entity managed or controlled by Cantor will enter into or effect, directly or indirectly, any of the foregoing
transactions for its own principal account or for the principal account of any other such entity.


 


We have advised the selling stockholder that it is required to comply
with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated
purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to
induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution
of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.


  


This offering will terminate on the date that all shares of our common
stock offered by this prospectus have been sold by the selling stockholder.


 


Our common stock is currently listed on the NASDAQ Capital Market under
the symbol “LCAP”.


 


Cantor and/or one or more of its affiliates has provided, currently
provides and/or from time to time in the future may provide various investment banking and other financial services for us and/or one
or more of our affiliates that are unrelated to the transactions contemplated by the Purchase Agreement and the offering of shares for
resale by Cantor to which this prospectus relates, for which investment banking and other financial services they have received and may
continue to receive customary fees, commissions and other compensation from us, aside from any discounts, fees and other compensation
that Cantor has received and may receive in connection with the transactions contemplated by the Purchase Agreement, including cash fees
for its commitment to purchase shares of our common stock from us under the Purchase Agreement and discounts to current market prices
of our common stock reflected in the purchase prices payable by it for shares of our common stock that we may require it to purchase from
us from time to time under the Purchase Agreement.




 






     

     


    

 


EXHIBIT C


 


BUSINESS ADDRESS & REGULATION SHO


 


The business address of Cantor is 499 Park Avenue, New York, NY 10022.
CF Group Management, Inc. (“CFGM”) is the managing general partner of Cantor Fitzgerald, L.P. ("Cantor") and directly
or indirectly controls the managing general partner of Cantor Fitzgerald Securities (“CFS”), the sole member of CF Principal
Investments, LLC (“CFPI”). Mr. Lutnick is Chairman and Chief Executive of CFGM and trustee of CFGM's sole stockholder. Cantor,
indirectly, holds a majority of the ownership interests in CFS, and therefore also indirectly, CFPI. As such, each of Cantor, CFGM and
Mr. Lutnick may be deemed to have beneficial ownership of the securities directly held by CFPI. Each such entity or person disclaims any
beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.


 


Cantor has represented to us that at no time prior to the date of the
Purchase Agreement has Cantor or, any of its agents, representatives or affiliates or any entity managed or controlled by Cantor engaged
in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any short sale (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which that establishes a net short
position with respect to our common stock. Cantor has agreed that during the term of the Purchase Agreement, neither of Cantor, nor any
of its agents, representatives or affiliates nor any entity managed or controlled by Cantor will enter into or effect, directly or indirectly,
any of the foregoing transactions for its own principal account or for the principal account of any other such entity.