WARRANT AGREEMENTWarrant Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020, by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between LIONHEART ACQUISITION CORPORATION II, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2020, is made and entered into by and among Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), Lionheart Equities, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
LIONHEART ACQUISITION CORPORATION II 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement Underwriting AgreementUnderwriting Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
Lionheart Acquisition Corporation II priced 20,000,000 units at $10.00 per unit plus an additional 3,000,000 units if the underwriters exercise their over-allotment option in full.
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2020, by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Lionheart Equities, LLC (the “Subscriber”).
Lionheart Acquisition Corporation II Miami, Florida 33137 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (“Nomura”) and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [____________], 2020, between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks
This Securities Purchase Agreement (this “Agreement”), dated as of July 27, 2020, is made and entered into by and between Lionheart Equities, LLC, a limited liability company formed under the laws of the State of Delaware (the “Seller”) and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York (the “Purchaser”).
LIONHEART ACQUISITION CORPORATION IIAdministrative Support Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Lionheart Acquisition Corporation II (the “Company”) and Lionheart Equities, LLC (“Equities”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks
We hereby subscribe for five million (5,000,000) shares (the “Shares”) of common stock of the Company. In consideration for the issue of the shares, we hereby agree and undertake to pay $25,000.00 to the Company.
