Exhibit 10.7


 


EXECUTION VERSION


 


LIONHEART III CORP


4218 NE 2nd Avenue


Miami, Florida 33137


 


November 3, 2021


 


Lionheart Equities, LLC


4218 NE 2nd Avenue


Miami, Florida 33137    


 



Re: Administrative Support Agreement


 


Ladies and Gentlemen:


 


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”):


 


(i) Equities shall make available,
or cause to be made available, to the Company, at 4218 NE 2nd Avenue, Miami, Florida 33137 (or any successor location of Equities), certain
office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor,
the Company shall pay Equities the sum of $15,000 per month on the Listing Date and continuing monthly thereafter until the Termination
Date; and


 


(ii) Equities hereby irrevocably
waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement
(each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account
established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s
initial public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement,
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the
Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction
of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may
not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign
either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other
party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee.


 


This letter agreement constitutes
the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law
or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of law principles.


 


[Signature Page Follows]


 






    


     


    

 


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



 


	Acknowledged and Agreed:	 
	 	 
	LIONHEART EQUITIES, LLC	 
	   	 
	 	 
	By:	  /s/ Ophir Sternberg	 
	Name: Ophir Sternberg	 
	Title: Manager	 



 


[Signature Page to Administrative Support Agreement]