UNDERWRITING AGREEMENT between LIONHEART HOLDINGS and CANTOR FITZGERALD & CO. Dated: June 17, 2024 LIONHEART HOLDINGS UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2024 • Lionheart Holdings • Blank checks • New York
The undersigned, Lionheart Holdings, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2024 • Lionheart Holdings • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2024 (as it may from time to time be amended, this “Agreement”), is entered into by and between Lionheart Holdings, a Cayman Islands exempted company (the “Company”), and Lionheart Sponsor, LLC, a Florida limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2024 • Lionheart Holdings • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2024, is made and entered into by and among Lionheart Holdings, a Cayman Islands exempted company (the “Company”), Lionheart Sponsor, LLC, a Florida limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 20th, 2024 • Lionheart Holdings • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 17, 2024 by and between Lionheart Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
June 17, 2024 Lionheart Holdings Miami, FL 33137 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 20th, 2024 • Lionheart Holdings • 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 Holdings, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-
WARRANT AGREEMENTWarrant Agreement • June 20th, 2024 • Lionheart Holdings • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 17, 2024, is by and between Lionheart Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 20th, 2024 • Lionheart Holdings • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 17th day of June, 2024, by and between Lionheart Holdings, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).
LIONHEART HOLDINGSLetter Agreement • June 20th, 2024 • Lionheart Holdings • Blank checks
This letter agreement by and between Lionheart Holdings (the “Company”) and Lionheart Management, LLC (the “Services Provider”), an affiliate of our sponsor, Lionheart Sponsor, LLC (“Sponsor”), 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 Global 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
