0001104659-20-096910 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 13, 2020, by and between LIONHEART ACQUISITION CORPORATION II, a Delaware corporation (the “Company”), and Paul Rapisarda (“Indemnitee”).

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WARRANT AGREEMENT
Warrant Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 13, 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 AGREEMENT
Investment Management Trust Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 13, 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 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”).

PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT
Private Placement Unit Subscription Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 13th day of August, 2020, by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Lionheart Equities, LLC (the “Subscriber”).

August 13, 2020 Lionheart Acquisition Corporation II Miami, Florida 33137 Re: Initial Public Offering Ladies and Gentlemen:
Letter Agreement • August 19th, 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

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 19th, 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”).

FORWARD PURCHASE AGREEMENT
Forward Purchase Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York

This Forward Purchase Agreement (this “Agreement”) is entered into as of August 13, 2020, between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (the “Purchaser”).

LIONHEART ACQUISITION CORPORATION II
Lionheart Acquisition Corp. II • August 19th, 2020 • 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”):

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