PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 1st, 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”).
WARRANT AGREEMENTWarrant Agreement • October 1st, 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 • October 1st, 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”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • October 1st, 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 • October 1st, 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 • October 1st, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
ION Acquisition Corp 1 Ltd. Herzliya 4676672, IsraelUnderwriting Agreement • October 1st, 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-fifth 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 • October 1st, 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”).
