LIONHEART III CORP 10,000,000 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 25th, 2021 • Lionheart III Corp • Blank checks • New York
WARRANT AGREEMENTWarrant Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Lionheart III Corp, 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 25th, 2021 • Lionheart III Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between LIONHEART III CORP, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Lionheart III Corp, a Delaware corporation (the “Company”), Lionheart Equities, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and among Lionheart III Corp, a Delaware corporation (the “Company”), Nomura Securities International, Inc. (“Nomura”) and Northland Securities, Inc. (each, a “Subscriber” and together, the “Subscribers”).
Re: Initial Public OfferingUnderwriting Agreement • August 25th, 2021 • Lionheart III Corp • 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 between Lionheart III Corp, a Delaware corporation (the “Company”), and Nomura Securities International, Inc., as representative (the “Representative”) of the several underwriters named therein (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (and up to an additional 1,500,000 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 Units will be sold in the Public Of
PRIVATE PLACEMENT SECURITIES SUBSCRIPTION AGREEMENTPrivate Placement Securities Subscription Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • New York
This PRIVATE PLACEMENT SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Lionheart III Corp, a Delaware corporation (the “Company”), and Lionheart Equities, LLC (the “Subscriber”).
LIONHEART III CORPAdministrative Support Agreement • August 25th, 2021 • Lionheart III Corp • Blank checks • New York
This letter agreement by and between Lionheart III Corp (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 25th, 2021 • Lionheart III Corp • Blank checks
We hereby subscribe for two million eight hundred seventy-five thousand (2,875,000) 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.
