Exhibit 10.1


 


[●], 2020


 


Lionheart Acquisition Corporation II


4218 NE 2nd Avenue, 2nd Fl.


Miami, Florida 33137


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and among Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”),
and Nomura Securities International, Inc. (“Nomura”) and Cantor Fitzgerald & Co., as representatives
(the “Representatives”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised 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 (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock
at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The
Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Representatives to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of Lionheart Equities, LLC (the “Sponsor”) and
the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an
“Insider” and collectively, the “Insiders”), hereby agrees with the Company
as follows:


 


1. The Sponsor and each Insider agrees that
if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination,
it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
and (ii) not redeem any shares of Capital Stock owned by it, him or her in connection with such stockholder approval. If the Company
engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he
or she will not seek to sell its, his or her shares of Capital Stock to the Company in connection with such tender offer.


 






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2. The Sponsor and each Insider hereby agrees
that in the event that the Company fails to consummate a Business Combination within 18 months from the closing of the Public Offering,
or such later period approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation (the “Charter”), the Sponsor and each Insider shall take all reasonable steps to cause
the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than 10 Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the Common Stock sold as part of
the Units in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in
the Trust Account and not previously released to the Company to pay its taxes (as described in the Prospectus) (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each
case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the
ability of holders of Offering Shares to seek redemption in connection with a Business Combination or the Company’s obligation
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination by the date set forth in the Charter
or (ii) the other provisions relating to stockholders’ rights or pre-initial Business Combination activities, unless the
Company provides Public Stockholders with the opportunity to redeem their shares of Common Stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its taxes (as described in the Prospectus),
divided by the number of then outstanding Offering Shares.


 


The Sponsor and each Insider acknowledges
that, with respect to the Founder Shares and the Private Placement Shares held by it, him or her, it, he or she has no right, title,
interest or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to
any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter). The Sponsor and each Insider hereby further waives, with respect to any shares of Capital Stock held by it, him
or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or a stockholder
vote to approve an amendment to the Charter to (i) modify the substance or timing of the Company’s obligation to redeem 100%
of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter
or in the context of a tender offer made by the Company to purchase shares of Capital Stock or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activity.


 


3. During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior
written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option
to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Units, Private Placement Units, shares
of Common Stock (including Private Placement Shares), Founder Shares, Warrants, Private Placement Warrants or any securities convertible
into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder,
with respect to any Units, Private Placement Units, shares of Common Stock (including Private Placement Shares), Founder Shares,
Warrants, Private Placement Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common
Stock owned by it, him or her, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any Units, Private Placement Units, shares of Common Stock (including Private Placement
Shares), Founder Shares, Warrants, Private Placement Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iv) publicly announce any intention to effect any transaction specified in clause (i), (ii) or (iii).
Each of the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver of the
restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall announce the impending release or waiver by
press release through a major news service at least two Business Days before the effective date of the release or waiver. Any release
or waiver granted shall only be effective two Business Days after the publication date of such press release. The provisions of
this paragraph will not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee
has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that
such terms remain in effect at the time of the transfer.


  






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4. In the event of the liquidation of the
Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period set forth in
the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against
any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the
Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company
or (ii) any prospective target business with which the Company has entered into a written letter of intent, confidentiality or
other similar agreement or Business Combination agreement (a “Target”); provided, however, that such
indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third
party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Offering Share and
(ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, if
less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets, less
interest earned on the Trust Account which may be withdrawn to pay taxes, (y) shall not apply to any claims by a third party or
a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim
with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the
claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.


 


5. To the extent that the Underwriters do
not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45 days from the date of the Prospectus
(and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number of Founder Shares in the aggregate
equal to 750,000 multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters
upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. The forfeiture will be adjusted
to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Initial Stockholders will
own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock after the Public Offering (excluding
any Private Placement Shares.


 


6. (a) The Sponsor and each Insider1
hereby agrees not to participate in, or become an officer or director of, any special purpose acquisition company with a class
of securities registered under the Exchange Act, other than the Company, until the Company has entered into a definitive agreement
regarding an initial Business Combination or the Company has failed to complete an initial Business Combination within 18 months
after the closing of the Public Offering, as such period may be extended by Company stockholder approval.


 





 










1
Each Insider is either an officer or director of the Company










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(b) The Sponsor and each Insider hereby
agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by the
Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9, as applicable, of
this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall
be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of
such breach.


 


7. (a) The Sponsor and each Insider agrees
that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable upon conversion thereof) until the
earlier of (A) six months after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s
initial Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 30 days after the Company’s initial Business Combination or (y) the date on which the Company
completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the
Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the
“Founder Shares Lock-up Period”).


 


(b) The Sponsor and each Insider agrees
that to the extent that it, she or he holds Private Placement Units, Private Placement Shares or Private Placement Warrants (or
shares of Common issued or issuable upon the exercise of the Private Placement Warrants) it, he or she shall not Transfer any of
such securities until 30 days after the completion of a Business Combination (the “Private Placement Units Lock-up
Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c) Notwithstanding the provisions set forth
in paragraphs 7(a) and (b), Transfers of the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement
Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of the Private Placement Warrants or the
Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this
paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s
officers or directors, any affiliate of the Sponsor or any member of the Sponsor; (b) in the case of an individual, by gift to
a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue
of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified domestic
relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement
or in connection with the consummation of the Company’s initial Business Combination at prices no greater than the price
at which the Founder Shares, Private Placement Shares, shares of Common Stock or Private Placement Warrants or warrants were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial Business Combination; or (g)
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the
Sponsor; provided, however, that in the case of clauses (a) through (e) or (g), any such permitted transferees must enter into
a written agreement with the Company agreeing to be bound by the transfer restrictions herein in this paragraph 7(c) and the other
restrictions contained in this Letter Agreement.


 


8. The Sponsor and each Insider represents
and warrants that it, he or she has never been suspended or expelled from membership in any securities or commodities exchange
or association or had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all respects
and does not omit any material information with respect to the Insider’s background. Each Insider’s questionnaire furnished
to the Company is true and accurate in all respects. Each Insider represents and warrants that: it, he or she is not subject to
or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from
any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant in any such criminal proceeding.


 






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9. Except as disclosed in the Prospectus,
none of the Sponsor, our officers and directors, or any affiliate of the Sponsor or our officers shall receive from the Company
any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior
to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is).2


 


10. The Sponsor and each Insider has full
right and power, without violating any agreement to which it is bound (including, without limitation, any non-competition or non-solicitation
agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable, to serve as an officer
or director of the Company and hereby consents to being named in the Prospectus as an officer or director of the Company.


 


11. As used herein, (i) “Business
Combination” shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination, involving the Company and one or more businesses; (ii) “Business Day” means each
day that is not a Saturday, Sunday or other day on which banking institutions in The City of New York, New York, are authorized
or required by law to close; (iii) “Capital Stock” shall mean, collectively, the Common Stock (including
the Private Placement Shares) and the Founder Shares; (iv) “Founder Shares” shall mean the 5,750,000
shares of the Company’s Class B common stock, par value $0.0001 per share, (up to 750,000 Shares of which are subject to
complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters) outstanding immediately
prior to the consummation of the Public Offering; (v) “Initial Stockholders” shall mean the Sponsor,
Nomura and any Insider that holds Founder Shares prior to the consummation of the Public Offering; (vi) the shares of Common Stock
comprising a part of the Private Placement Units; (vii)“Private Placement Units” shall mean the 650,000
units of the Company, each comprised of one share of Common Stock and one half of one warrant to purchase one share of Common Stock,
that the Sponsor and Nomura have agreed to purchase for an aggregate purchase price of $6,500,000 in the aggregate, or $10.00 per
Private Placement Unit, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (viii)
“Private Placement Warrants” shall mean the warrants comprising a part of the Private Placement Units; (ix) “Public
Stockholders” shall mean the holders of the Offering Shares; (x) “Trust Account” shall
mean the trust fund into which a portion of the net proceeds of the Public Offering and the sale of Private Placement Units shall
be deposited; and (xi) “Transfer” shall mean the (a) 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 Exchange Act, and the rules and regulations of the Commission promulgated thereunder with
respect to, any security, (b) 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 security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).


 





 













2
Note to Loeb: These are all disclosed in the prospectus. Also does not contain possibility of payment of a finder’s
fee to independent directors.







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12. The Company will maintain an insurance
policy or policies providing directors’ and officers’ liability insurance, and each Director shall be covered by such
policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s
directors or officers.


 


13. This Letter Agreement constitutes the
entire agreement and understanding of the parties hereto in respect of the subject matter hereof 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 changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


14. No party hereto may assign either this
Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties.
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 shall be binding on the Sponsor and each Insider and their
respective successors, heirs and assigns and permitted transferees.


 


15. Nothing in this Letter Agreement shall
be construed to confer upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under
or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions,
stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties
hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


16. This Letter Agreement may be executed
in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and the same instrument.


 


17. This Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


18. This Letter 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. The parties hereto (i) all agree that any
action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction
and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent
an inconvenient forum.


 


19. Any notice, consent or request to be
given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.


 






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20. This Letter Agreement shall terminate
on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company; provided, however, that this
Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated by [__], 2020; provided further
that paragraph 4 of this Letter Agreement shall survive such liquidation.


 


[Signature Page Follows]


 


 


 


 


 




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	 	Sincerely,
	 	 	 
	 	LIONHEART EQUITIES, LLC
	 	 	 
	 	 
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	 
	 	
         

        By: ________________________________

         

         

         

        By: ________________________________

         

         

         

        By: ________________________________

         

         

         

        By: ________________________________

         

         

         

        Acknowledged and Agreed:

	 	 	 
	 	LIONHEART ACQUISITION CORPORATION II
	 	 	 
	 	By:	 
	 	 	Name: Ophir Sternberg
	 	 	Title: Chief Executive Officer



 


[Signature Page to Insider Letter Agreement]


 


 


 



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