Exhibit 10.2


 


EXECUTION VERSION


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of November 3, 2021, by and between Lionheart III Corp,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-254479 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one share of Common Stock, subject to adjustment
(such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of
the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Nomura Securities International, Inc., as
representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein;


 


WHEREAS, as described in the
Prospectus, $116,500,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting
Agreement) (or $126,250,000, if the Underwriters’ over-allotment option is exercised in full), plus any amounts to be deposited
in connection with an Extension (as defined below) will be delivered to the Trustee to be deposited and held in a segregated trust account
located at all times in the United States (the “Trust Account”) for the benefit of the Company, the holders
of the Common Stock included in the Units issued in the Offering and the Underwriters as hereinafter provided (the amount to be delivered
to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and
the Public Stockholders, the Company and the Underwriters will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $3,500,000, or $4,025,000 if the Underwriters’ over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions (the “Deferred Discount”) that will
be payable by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below);


 


WHEREAS, if a Business Combination
is not consummated within the initial 12-month period following the closing of the Offering, or up to 18 months if the Company extends
the period of time by six one-month periods (each, an “Extension”) by depositing $330,000 (or $379,500 if the
Underwriters’ over-allotment option is exercised in full, or in any case, $0.033 per share) per Extension into the Trust Account
on or prior to the date of the applicable deadline (each, an “Applicable Deadline”, for each one-month Extension,
as applicable, in exchange for which they will receive promissory note; and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


		1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


(a) Hold the Property in
trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which Trust Account shall be established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and
administer the Trust Account subject to the terms and conditions set forth herein;


 






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(c) In a timely manner, upon
the written instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds
meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940,
as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it
being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d) Collect and receive,
when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly notify the Company
and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in any plan
or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to
do so;


 


(h) Render to the Company,
and to such other person as the Company may instruct, monthly written statements of the activities of, and amounts in, the Trust Account
reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or
Exhibit B, as applicable, signed on behalf of the Company by any of its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses in the case of a Termination Letter in the form of Exhibit B hereto), only as directed in the
Termination Letter and the other documents referred to therein, or (y) the date which is the later of (1) 12 months after the closing
of the Offering (or up to 18 months if the period to complete an initial Business Combination is extended as set forth in the Company’s
second amended and restated certificate of incorporation) and (2) such later date as may be approved by the Company’s stockholders
in accordance with the Company’s amended and restated certificate of incorporation if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in
the form of letter attached hereto as Exhibit B and the Property in the Trust Account, including interest not previously released
to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall
be distributed to the Public Stockholders of record as of such date.


 


(j) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw
from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any
tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount
shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the
Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by
the Company in writing to make such distribution, so long as such distribution shall not result in a reduction in the principal amount
initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written
request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for
the Company (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable
from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is
entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 






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(k) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, distribute
on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly
submitted for redemption (i) if the Company has not consummated an initial Business Combination within such time as is described in the
Company’s amended and restated certificate of incorporation or (ii) in connection with a stockholder vote to approve an amendment
to the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation
to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time
as is described in the Company’s amended and restated certificate of incorporation or an amendment with respect to any other provision
of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-initial Business
Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to distribute said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(l) Upon receipt of an extension
letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five business days prior to the Applicable
Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter
on or prior to the Applicable Deadline, the Trustee shall follow the instructions set forth in the Extension Letter.; and


 


(m) Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


		2.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:



 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i),
1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section
4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any
action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in
any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the
Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after
the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee
intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred
to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel,
which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written
consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own
counsel;


 


(c) Pay the Trustee the fees
set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee
which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be
used to pay such fees unless and until the closing of the Business Combination. The Company shall pay the Trustee the initial acceptance
fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees
or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b)
hereof;


 






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(d) In connection with any
vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


(e) Provide the Representative
with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed
between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection
with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account
or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account
to the Company or any other person;


 


(g) Instruct the Trustee
to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
that are not permitted under this Agreement; and


 


(h) Within four (4) business
days after the Underwriters exercise their over-allotment option in connection with the Offering (or any unexercised portion thereof)
or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall
in no event be less than $3,500,000.


 


		3.	Limitations of Liability. The Trustee shall have no responsibility or liability to:



 


(a) Imply obligations, perform
duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
set forth herein;


 


(b) Take any action with
respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party
except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect
to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the
Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the authority
of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto
or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the
Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of
the information contained in the Registration Statement;


 






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(h) Provide any assurance
that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration
Statement;


 


(i) File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and
file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the
Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise
and income tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations,
qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k)
hereof.


 


4.     Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


		5.	Termination. This Agreement shall terminate as follows:



 


(a) If the Trustee gives
written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event
that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the
Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the
Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i)
hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b).


 


		6.	Miscellaneous.



 


(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating
to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the funds.


 


(b) This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of
law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in
several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 






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(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject to section 6(d), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto; provided, however, that no such change, amendment or modification to Section 1(i), 2(f)
or Exhibit A may be made without the prior written consent of the Representative.


 


(d) This Agreement or any
provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders.
For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee of
a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as
of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”)
(or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common
stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or
modification. No such amendment will affect any Public Stockholder who has otherwise properly indicated his election to redeem his shares
of Common Stock in connection with such stockholder vote. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections referenced above and
shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e) The parties hereto consent
to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT
TO TRIAL BY JURY.


 


(f) Any notice, consent or
request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis E. Wolf, Jr. and Celeste Gonzales


Email: fwolf@continentalstock.com


cgonzalez@continentalstock.com


 


if to the Company, to:


 


Lionheart III Corp


4218 NE 2nd Avenue


Miami, FL 33137


Attn: Ophir Sternberg, Chairman, President and Chief Executive
Officer


 


in each case, with copies to:


 


DLA Piper LLP (US)


2525 East Camelback Road


Phoenix, Arizona 85016-4232


Attn: Steven Pidgeon


Email: Steven.Pidgeon@dlapiper.com


 






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and


 


Nomura Securities International, Inc.


Worldwide Plaza


309 West 49th Street


New York, NY 10019-7316


Attn: Head of Equity Capital Markets and Solutions


Fax: (646) 587-8740


 


and


 


Sidley Austin LLP


787 Seventh Avenue


New York, NY 10019


Attn: Michael Heinz, Esq. and David Ni, Esq.


Email: mheinz@sidley.com and dni@sidley.com


 


(g) Each of the Company and
the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) This Agreement is the
joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company and
the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party beneficiary of this
Agreement.


 


(k) Except as specified herein,
no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	   
	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President
	 	 
	 	 
	 	LIONHEART III CORP
	 	   
	 	 
	 	By:	/s/ Ophir Sternberg
	 	Name:	Ophir Sternberg
	 	Title:	Chairman, President and Chief Executive Officer



 


 


[Signature Page to Investment Management Trust Agreement]


 






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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





 






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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account – Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Lionheart III Corp (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of November 3, 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company
shall notify you at least seventy-two (72) hours (or such shorter time as you may agree) in advance of the actual date fixed for the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, such that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to
the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the Trust Account awaiting distribution,
the Company will not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of its Chief Executive Officer (the “Vote Verification Certificate”),
which verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is
held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has been held,
and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the
Trust Account, including payment of amounts owed to Public Stockholders who have properly exercised their redemption rights and payment
of the Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification, the Vote Verification
Certificate and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held
in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same
and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation
Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by you of written instructions from the Company, the funds held
in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following
such original Consummation Date as set forth in such notice or as soon thereafter as possible.


 






    


     


    

 


	 	Very truly yours,
	 	 
	 	LIONHEART III CORP
	 	 
	 	By:	 
	 	Name:	Ophir Sternberg
	 	Title:	Chairman, President and Chief Executive Officer


 


		cc:	Nomura Securities International, Inc.



 






    


     


    

 





EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account – Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Lionheart III Corp (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of November 3, 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination within the time frame specified in the Company’s
Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and keep the total proceeds thereof
in the Trust Account to await distribution to the Public Stockholders. The Company has selected (1) as the effective date
for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree
to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public
Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
of the Trust Agreement.


 


	(1)	12 months from the closing of the Offering (or up to 18 months if the period to complete an initial Business Combination is extended as set forth in the Company’s second amended and restated certificate of incorporation).


 


	 	Very truly yours,
	 	 
	 	LIONHEART III CORP
	 	 
	 	By:	          
	 	Name:
	 	Title:


 


		cc:	Nomura Securities International, Inc.



 






    


     


    

 





EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account – Withdrawal Instructions



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Lionheart III Corp (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of November 3, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	LIONHEART III CORP
	 	 
	 	By:	           
	 	Name:
	 	Title:


 


		cc:	Nomura Securities International, Inc.



 






    


     


    

 





EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account – Stockholder Redemption Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between Lionheart III Corp (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of November 3, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver $ of the principal and interest income earned on the Property as of the date hereof to
a segregated account held by you on behalf of the Public Stockholders who have properly elected to have their shares of Common Stock that
were sold by the Company in the Offering (the “Public Shares”) redeemed by the Company as described below. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the substance or timing
of the ability of the Public Stockholders to seek redemption in connection with an initial Business Combination or the Company’s
obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within such time as
is described in the Company’s amended and restated certificate of incorporation or to affect provisions of the Company’s amended
and restated certificate of incorporation relating to the Company’s pre-initial Business Combination activity or related stockholder
rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to a segregated account held by you on behalf of such Public Stockholders.


 


	 	Very truly yours,
	 	 
	 	LIONHEART III CORP
	 	 
	 	By:	              
	 	Name:
	 	Title:


 


 


		cc:	Nomura Securities International, Inc.



 






    


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - No. Extension Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(m) of
the Investment Management Trust Agreement between Lionheart III Corp (“Company”) and Continental Stock Transfer & Trust
Company, LLC, dated as of November 3, 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time
available in order to consummate a Business Combination with the Target Businesses for an additional one (1) months, from _______ to _________
(the “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $330,000 (or $379,500 if the underwriters’ over-allotment option was
exercised in full, or in any case, $0.033 per share), which will be wired to you, into the Trust Account investments upon receipt.


 


This is the ____ of up to six Extension Letters.


 


	 	Very truly yours,
	 	 
	 	LIONHEART III CORP
	 	 
	 	By:	                  
	 	Name:
	 	Title:


 


		cc:	Nomura Securities International, Inc.