Exhibit 10.5


 


EXECUTION
VERSION


 


PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT


 


This PRIVATE PLACEMENT UNIT
SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and among Lionheart III Corp, a Delaware
corporation (the “Company, Nomura Securities International, Inc. (“Nomura”), Northland Securities, Inc.
and Drexel Hamilton, LLC (each, a “Subscriber” and together, the “Subscribers”).


 


WHEREAS, the Subscribers are
underwriters in the initial public offering (“IPO”) of the Company;


 


WHEREAS, in connection with
the IPO, the Company has granted the Subscribers a 45-day option from the date of the prospectus filed in connection with the IPO to purchase
additional units to cover over-allotments (the “Overallotment Option”); and


 


WHEREAS, the Company desires
to sell to the Subscribers on a private placement basis (the “Sale”) an aggregate of 115,000 private placement units
of the Company (the “Base Units”), and up to an additional 10,000 private placement units if the Overallotment Option
is exercised in full (the “Additional Units,” and together with the Base Units, the “Private Placement Units”),
for a purchase price of $10.00 per Private Placement Unit (the “Unit Price”), each Private Placement Unit comprised
of one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half
of one warrant, each whole warrant exercisable to purchase one share of Common Stock (each whole warrant, a “Warrant”).
The shares of Common Stock underlying the Private Placement Units (excluding the Warrant Shares (as defined below)) are hereinafter referred
to as the “Private Shares.” The Warrants underlying the Private Placement Units are hereinafter referred to as the
 “Private Warrants.” The shares of Common Stock underlying the Private Warrants are hereinafter referred to as the “Warrant
Shares.” The Private Placement Units, the Private Shares, the Private Warrants and the Warrant Shares, collectively, are hereinafter
referred to as the “Securities.” Each Private Warrant is exercisable to purchase one share of Common Stock at an exercise
price of $11.50, subject to the adjustments as set forth in the Warrant Agreement (as defined below), during the period commencing on
the later of (i) twelve (12) months from the date of the closing of the IPO and (ii) 30 days following the consummation of the
Company’s initial business combination (the “Business Combination”), as such term is defined in the registration
statement in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”), filed
with the Securities and Exchange Commission (“SEC”), and expiring on the fifth anniversary of the consummation of the
Business Combination (provided that so long as the Private Warrants are held by the Subscribers, their respective designees or affiliates,
the Subscribers, and their respective designees or affiliates will not be permitted to exercise such Private Warrants after the five year
anniversary of the effective date of the Registration Statement).


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subscribers hereby agree as follows:


 


		1.	Agreement to Subscribe.



 


1.1.            Purchase
and Issuance of the Private Placement Units. Upon the terms and subject to the conditions of this Agreement, each Subscriber hereby
agrees to purchase from the Company, and the Company hereby agrees to sell to each Subscriber, on the Initial Closing Date (as defined
below) the number of Base Units set forth next to each Subscriber’s name on Schedule A hereto in consideration of the payment
of the Base Purchase Price (as defined below).


 


1.2.            Purchase
Price for Base Units. As payment in full for the Base Units being purchased under this Agreement, each Subscriber shall pay the amount
set forth next to each Subscriber’s name on Schedule A hereto (the “Base Purchase Price”), by wire transfer
of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account established
in connection with the IPO (the “Trust Account”) at a financial institution to be chosen by the Company, maintained
by Continental Stock Transfer & Trust Company, acting as trustee (“Continental”), on or prior to the Initial
Closing Date.


 






    


     


    

 


1.3.            Purchase
and Issuance of Additional Units. Upon the terms and subject to the conditions of this Agreement, each Subscriber hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to each Subscriber, up to the amount of Additional Units set forth on
Schedule A hereto in consideration of the payment of the Overallotment Purchase Price (as defined below) and in the same proportion
as the amount of the Overallotment Option that is exercised.


 


1.4.            Purchase
Price for Additional Units. As payment in full for the Additional Units, each Subscriber shall pay the Unit Price per Additional Unit
(the “Overallotment Purchase Price”), by wire transfer of immediately available funds or by such other method as may
be reasonably acceptable to the Company, to the Trust Account at a financial institution to be chosen by the Company, maintained by Continental,
on each Overallotment Closing Date.


 


1.5.            Closings.
The closing of the purchase and sale of the Base Units (the “Initial Closing”) shall take place simultaneously with
the closing of the IPO on the date of the closing of the IPO (the “Initial Closing Date”). The closing of the purchase
and sale of the Additional Units, if applicable, shall take place on the date of the closing of each exercise of the Overallotment Option,
and concurrently with the closing thereof, or on such earlier time and date as may be mutually agreed by the Company and the Subscribers
(each such date, an “Overallotment Closing Date” and such closing date, together with the Initial Closing Date, the
 “Closing Dates” and each, a “Closing Date”). On each Closing Date, the Company shall, at its option,
deliver to each Subscriber the certificates representing the Securities purchased by such Subscriber or effect such delivery in book-entry
form. The closings of the Base Units and the Additional Units shall take place virtually at the offices of DLA Piper LLP (US), 2525 East
Camelback Road, Esplanade II, Phoenix, Arizona 85016, or such other place as may be mutually agreed upon by the parties hereto.


 


1.6.            Conditions
to Closing. The obligation of the Subscribers to purchase and pay for the Private Placement Units as provided herein shall be subject
to the satisfaction of the conditions set forth in Section 5 of the Underwriting Agreement, dated the date hereof (the “Underwriting
Agreement”), by and between the Company and Nomura, as representative of the several underwriters named therein.


 


1.7.            Termination.
This Agreement and each of the obligations of the undersigned shall be null and void and without effect if the Initial Closing does not
occur on prior to December 15, 2021 or if the Underwriting Agreement is terminated for any reason.


 


		2.	Representations and Warranties of the Subscribers.



 


Each Subscriber represents
and warrants to the Company, severally but not jointly, as of the date hereof and each applicable Closing Date, that:


 


2.1.            No
Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Sale of the Securities.


 


2.2.            Accredited
Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.


 


2.3.            Intent.
Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the account or
benefit of its members or affiliates, as permitted, pursuant to the terms hereof), and not with a view to the distribution thereof and
Subscriber has no present arrangement to sell the Securities to or through any person or entity except as may be permitted hereunder.
The Subscriber shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4.            Restrictions
on Transfer. Subscriber acknowledges and understands the Private Placement Units are being offered in a transaction not involving
a public offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities
Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered,
resold, pledged or otherwise transferred only pursuant to (i) an effective registration statement filed under the Securities Act,
(ii) an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (iii) any other
available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable securities
laws of any state or any other jurisdiction. Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are
subject to transfer restrictions as described in Section 7 hereof. Subscriber agrees that if any transfer of its Securities or any
interest therein is proposed to be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company
an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from
registration, Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the terms hereof). Subscriber
further acknowledges that because the Company is a shell company, Rule 144 may not be available to Subscriber for the resale of the
Securities until the one year anniversary following consummation of the Business Combination of the Company, despite technical compliance
with the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 






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2.5.            Sophisticated
Investor.


 


(a) Subscriber is sophisticated
in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(b) Subscriber is aware
that an investment in the Securities is highly speculative and subject to substantial risks because, among other things, (i) the
Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot be sold unless
subsequently registered under the Securities Act or an exemption from such registration is available and (ii) Subscriber has waived
its redemption rights with respect to the Securities as set forth in Section 5 hereof, and the Securities held by the Subscriber
are not entitled to, and have no right, interest or claim to any monies held in the Trust Account, and accordingly Subscriber may suffer
a loss of a portion or all of its investment in the Securities. Subscriber is able to bear the economic risk of its investment in the
Securities for an indefinite period of time.


 


2.6.            Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of its state of incorporation or
formation and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.7.            Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable in accordance
with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’
rights generally.


 


2.8.            No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) Subscriber’s charter documents, (ii) any agreement
or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject, or
any agreement, order, judgment or decree to which Subscriber is subject.


 


2.9.            No
Legal Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, Subscriber is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.10.            Reliance
on Representations and Warranties. Subscriber understands the Private Placement Units are being offered and sold to Subscriber in
reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations
of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments
and understandings of Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 






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2.11.            No
General Solicitation. Subscriber is not subscribing for the Private Placement Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper,
magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in the Registration Statement.


 


2.12.            Legend.
Subscriber acknowledges and agrees the book-entries evidencing each of the Securities shall bear a restrictive legend (the “Legend”),
in form and substance substantially as set forth in Section 4 hereof.


 


		3.	Representations, Warranties and Covenants of the Company.



 


The Company represents and
warrants (as of the date hereof and each applicable Closing Date) to, and agrees with, the Subscribers, as of each applicable Closing
Date, that:


 


3.1.            Valid
Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is
100,000,000 shares of Common Stock, 50,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B
Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).
As of the date hereof, the Company has issued and outstanding 3,125,000 shares of Class B Common Stock (of which up to 250,000 shares
are subject to forfeiture as described in the Registration Statement), no shares of Common Stock and no shares of Preferred Stock. All
of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2.            Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement (the
 “Warrant Agreement”) to be entered into between the Company and Continental, as warrant agent, as the case may be,
each of the Private Placement Units, Private Shares, Private Warrants and Warrant Shares will be duly and validly issued, fully paid and
non-assessable. On the date of issuance of the Private Placement Units and Warrant Shares shall have been reserved for issuance. Upon
issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Subscribers
will have or receive good title to the Private Placement Units, Private Shares and Private Warrants, free and clear of all liens, claims
and encumbrances of any kind, other than (i) transfer restrictions hereunder and (ii) transfer restrictions under federal and
state securities laws.


 


3.3.            Organization
and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State
of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.


 


3.4.            Authorization;
Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under
this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance of this
Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this
Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy.


 


3.5.            No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with,
or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or
regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any
SEC or state securities filings which may be required to be made by the Company subsequent to the Closing Dates, and any registration
statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory
entity in order for it to perform any of its obligations under this Agreement or issue the Private Placement Units, Private Shares, Private
Warrants or Warrant Shares in accordance with the terms hereof.


 






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3.6.            Additional
Representations and Warranties. The representations and warranties of the Company set forth in the Underwriting Agreement are hereby
incorporated herein and are true and correct with the same force and effect as though expressly made herein as of the date hereof.


 


		4.	Legends.



 


4.1.            Legend.
The Company will issue the Private Placement Units, Private Shares and Private Warrants, and when issued, the Warrant Shares, purchased
by each Subscriber in the name of such Subscriber. The Securities will bear the following Legend and appropriate “stop transfer”
instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A PRIVATE PLACEMENT
UNIT SUBSCRIPTION AGREEMENT AMONG LIONHEART III CORP NOMURA SECURITIES INTERNATIONAL, INC., NORTHLAND SECURITIES, INC. AND DREXEL
HAMILTON, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO
THE TERMS SET FORTH IN THE UNIT SUBSCRIPTION AGREEMENT.”


 


4.2.            Subscribers’
Compliance. Nothing in this Section 4 shall affect in any way each Subscriber’s obligations and agreements to comply with
all applicable securities laws upon resale of the Securities.


 


4.3.            Company’s
Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if in the sole
judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under
the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in compliance
herewith.


 


4.4.            Registration
Rights. The Subscribers will be entitled to certain registration rights which will be governed by a registration rights agreement
(“Registration Rights Agreement”) to be entered into among the Subscribers, the Company and others, on or prior to
the effective date of the Registration Statement.


 


		5.	Waiver of Liquidation Distributions.



 


In connection with the Securities
purchased pursuant to this Agreement, the Subscribers hereby waive any and all right, title, interest or claim of any kind in or to any
distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the exercise of
redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted by the
Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s
IPO upon the Company’s failure to timely complete the Business Combination or (iv) in connection with a stockholder vote to
approve an amendment to the Company’s amended and restated certificate of incorporation, (A) to modify the substance or timing
of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business
Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity.
In the event any Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall
be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common
Stock in the IPO in the event the Company fails to consummate the Business Combination.


 






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6.            Terms
of Private Warrants. Each Private Warrant shall have the terms set forth in the Warrant Agreement.


 


		7.	Lock-Up Period.



 


7.1.            Each
Subscriber agrees that it shall not Transfer any Securities until 30 days following the consummation of the Business Combination; provided,
however, that Transfers of Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members
of any of the Company’s officers or directors, any members of the Company’s sponsor, or any affiliates of the Company’s
sponsor; (ii) in the case of an individual, by gift to a member of one of the members of the individual’s immediate family
or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or
to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the
individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers
made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of the Business Combination
at prices no greater than the price at which the shares or warrants were originally purchased; (vi) in the event of the Company’s
liquidation prior to the completion of the Business Combination; (vii) by virtue of the laws of Delaware or Company’s sponsor’s
limited liability company agreement upon dissolution of the Company’s sponsor; or (viii) in the case of a Subscriber, to such
Subscriber’s affiliates or any entity controlled by such Subscriber, provided, however, that in the case of clauses (i) through
(v), (vii) or (viii), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the
Transfer restrictions herein.


 


7.2.            For
purposes of Section 7.1, the term “Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to
sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder with respect to, any of the Securities, (ii) entry into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to be settled by delivery
of such Securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause
(i) or (ii).


 


7.3.            In
addition to the restrictions on transfer described in Section 7.1, each Subscriber acknowledges and agrees that the Private Placement
Units and their component parts and the related registration rights will be deemed compensation by the Financial Industry Regulatory Authority
(“FINRA”) and will therefore, pursuant to Rule 5110(e) of the FINRA Manual, be subject to lock-up for a period
of 180 days immediately following the date of commencement of sales in the IPO, subject to FINRA Rule 5110(e)(2). Additionally, the
Private Placement Units and their component parts and the related registration rights may not be sold, transferred, assigned, pledged
or hypothecated during the foregoing 180 day period following the effective date of the Registration Statement except to any underwriter
or selected dealer participating in the IPO and the bona fide officers or partners of any Subscriber and any such participating underwriter
or selected dealer. Additionally, the Private Placement Units and their component parts and the related registration rights will not be
the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of such securities
by any person for a period of 180 days immediately following the date of effectiveness or commencement of sales in the IPO.


 


		8.	Terms of the Private Placement Units and Private Warrants.



 


8.1.            The
Private Placement Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the
Private Placement Units and component parts are subject to the transfer restrictions described in Section 7 hereof, (ii) the
Private Warrants may not be exercised after the five year anniversary of the effective date of the Registration Statement and (iii) the
Private Placement Units and component parts are being purchased pursuant to an exemption from the registration requirements of the Securities
Act and will become freely tradable only after the expiration of the lockup described above in clause (i) and they are registered
pursuant to the Registration Rights Agreement or an exemption from registration is available, and the restrictions described above in
clause (i) has expired.


 






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8.2.            The
Subscribers agree that if the Company seeks stockholder approval of a Business Combination, then in connection with such Business Combination,
each Subscriber shall not redeem any Private Shares owned by such Subscriber in connection with such stockholder approval.


 


		9.	Governing Law; Jurisdiction; Waiver of Jury Trial.



 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby.


 


		10.	Assignment; Entire Agreement; Amendment.



 


10.1.            Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by a Subscriber to a person
agreeing to be bound by the terms hereof, including the transfer restrictions contained in Section 7 hereof.


 


10.2.            Entire
Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and
merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3.            Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by all of the parties hereto.


 


10.4.            Binding
upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.


 


		11.	Notices.



 


11.1.            Notices.
Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and
personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by
courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said
party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for
itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival
date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent
by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (i) if
by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (ii) if
by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such
posting and (2) the giving of such separate notice; and (iii) if by any other form of electronic transmission, when directed
to the stockholder.


 


		12.	Counterparts; Electronic Signatures.



 


This Agreement may be executed
in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import
in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or
 “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 






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		13.	Survival; Severability.



 


13.1.            Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing Dates.


 


13.2.            Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.


 


		14.	Headings.



 


The titles and subtitles used
in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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IN WITNESS WHEREOF, the parties
hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	LIONHEART III CORP
	 	   
	 	By: 	/s/
Ophir Sternberg
	 	Name: Ophir Sternberg
	 	Title: Chairman, President and Chief Executive Officer
	 	 
	 	SUBSCRIBERS:
	 	 
	 	NOMURA SECURITIES INTERNATIONAL, INC.
	 	   
	 	By:	/s/
James Chenard
	 	Name: James Chenard
	 	Title:   Managing Director
	 	 
	 	NORTHLAND SECURITIES, INC.
	 	   
	 	By:	/s/
Mike Grondahl
	 	Name: Mike Grondahl
	 	Title: Head of Institutional Sales, Research and Trading 
	 	 
	 	DREXEL HAMILTON, LLC
	 	   
	 	By:	/s/
Edward W. Sanok
	 	Name: Edward W. Sanok
	 	Title:   Chief Compliance Officer



 


[Signature Page to Private Placement Unit Subscription Agreement]


 






    


     


    

 


Schedule A


 


	Subscriber	 	 	Base Units	 	 	 	Base Purchase 

Price	 	Maximum

Additional Units
	Nomura Securities International, Inc.	 	 	97,750	 	 	$	977,500.00	 	8,500
	Northland Securities, Inc.	 	 	13,800	 	 	 	138,000.00	 	1,200
	Drexel Hamilton, LLC	 	 	3,450	 	 	 	34,500.00	 	300
	Total	 	 	 	 	 	$