Exhibit 10.7


  


PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT


 


This PRIVATE PLACEMENT
UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2020, by and between
Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Lionheart Equities, LLC (the
“Subscriber”).


 


WHEREAS, the Company
desires to sell to the Subscriber on a private placement basis (the “Sale”) an aggregate of 595,000 private
placement units (the “Private Placement Units”) of the Company for a purchase price of $10.00 per Private Placement
Unit, 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 redeemable 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 Warrants (as defined below)
are hereinafter referred to as the “Warrant Shares.” The shares of Common Stock underlying the Private Placement
Units (excluding the Warrant Shares) are hereinafter referred to as the “Private Shares.” The Warrants underlying
the Private Placement Units are hereinafter referred to as the “Private Warrants.” 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 Company’s initial public offering of units (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 Subscriber, its designees or affiliates, the Subscriber, its 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); and


 


WHEREAS, the Subscriber
wishes to purchase an aggregate of 595,000 Private Placement Units for the Purchase Price (as defined below), and the Company wishes
to accept such subscription from the Subscriber.


 


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 Subscriber 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, the
Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing
Date (as defined below) the Private Placement Units in consideration of the payment of the Purchase Price. On the Closing Date,
the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such
delivery in book-entry form.


 






     


     


    

 


1.2             
Purchase Price. As payment in full for the Private Placement Units being purchased under this Agreement, the Subscriber
shall pay $550,000 (the “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 (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 Closing Date.


 


1.3             
Closing. The closing of the purchase and sale of the Private Placement Units (the “Closing”) shall take
place simultaneously with the closing of the IPO on the date of the closing of the IPO (the “Closing Date”).
The Closing shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154, or such other place
as may be agreed upon by the parties hereto.


 


1.4             
Conditions to Closing. The obligation of the Subscriber 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 among the Company, the Subscriber and Cantor Fitzgerald &
Co.


 


1.5             
Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if
the Closing does not occur on prior to [December 31, 2020] or if the Underwriting Agreement is terminated for any reason.


 


		2.	Representations and Warranties of the Subscriber.



 


Subscriber represents
and warrants to the Company 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.


 






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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.


 


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.


 






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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. The Subscriber understands the Private Placement Units are being offered and
sold to the 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 the Subscriber set forth in this Agreement in order to determine
the applicability of such provisions.


 


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 to, and agrees with, Subscriber 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 Class A Common Stock, 10,000,000 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 5,750,500 shares of Class B Common Stock (of which
up to 750,000 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A 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.


 






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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, Subscriber 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 Date, 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.


 


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.


 






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		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 the Subscriber in the name of the 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 BETWEEN
LIONHEART ACQUISITION CORPORATION II AND LIONHEART EQUITIES, 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             
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the 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 Subscriber 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 Subscriber, 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, Subscriber hereby waives 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 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             
The 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 Subscriber, to Subscriber’s affiliates or any entity controlled by 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).


 


		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 will be non-redeemable and may be exercisable on a “cashless” basis if held by
Subscriber or its permitted transferees, as further described in the Warrant Agreement, (iii) the Private Warrants may not be exercised
after the five year anniversary of the effective date of the Registration Statement and (iv) 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             
Subscriber agrees that if the Company seeks stockholder approval of a Business Combination, then in connection with such
Business Combination, Subscriber shall (i) vote the Private Shares owned by it in favor of the Business Combination and (ii) not
redeem any Private Shares owned by 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 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.


 






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		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.


 


		13.	Survival; Severability.



 


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


 


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 ACQUISITION CORPORATION II
	 	 
	 	 
	 	By:	 	 
	 	 	Name: Ophir Sternberg	 
	 	 	Title: President and Chief Executive Officer
	 	 	 	 
	 	 	 	 
	 	SUBSCRIBER:	 
	 	 	 
	 	 	 
	 	LIONHEART EQUITIES, LLC	 
	 	 	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 


 


 


 


 


 






    [Signature Page to Private Placement Unit Subscription Agreement]