REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September [ ], 2020, is made and entered into by and among ION Acquisition Corp 1 Ltd., a Cayman Islands exempted Company (the “Company”), ION Holdings 1, LP, a Cayman Islands exempted limited partnership (the “Sponsor”), acting by its sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel, ION Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and, together with the Sponsor, the “Founders”), The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the “Phoenix Investors”), and ION Crossover Partners LP, a Cayman Islands exempted limited partners
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Holdings 1, LP, a Cayman Islands exempted limited partnership, acting by its sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September [ ], 2020, by and between ION ACQUISITION CORP 1 LTD., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September [ ], 2020, is by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September [ ], 2020 by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ION ACQUISITION CORP 1 LTD. Herzliya 4676672, IsraelSecurities Subscription Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
Ion Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by ION Co-Investment LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 549,125 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 71,625 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 15, 2020, by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Crossover Partners LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September [ ] , 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
20,000,000 Units ION Acquisition Corp 1 LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
ION Acquisition Corp 1 Ltd. Herzliya 4676672, IsraelUnderwriting Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”) and Cowen and Company, LLC, as the representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of September 15, 2020, by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and The Phoenix Insurance Company Ltd., a company incorporated in Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate of Phoenix, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix (Phoenix and its affiliates collectively referred to herein as the “Purchaser”).
ION ACQUISITION CORP 1 LTD. Herzliya 4676672, IsraelAdministrative Services Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This letter agreement (this “Agreement”) by and between ION Acquisition Corp 1 Ltd. (the “Company”) and ION Holdings 1, LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022Financial Advisory Agreement • September 15th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not the Advisor is an Indemnified Person) the Company and the Advisor shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Advisor, on the other, in connection with the Advisor’s engagement referred to above, subject to the limitation that in no event shall the amount of the Advisor’s contribution to such Claim exceed the amount of the Fee actually received by the Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and the Advisor, on the other, with respect to the Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or its share
