REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), ION Holdings 3, 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, 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 Asset Management Ltd., a Cayman Islands exempted company (“ION Asset Management”), ION Tech Fund Ltd., an Israeli limited liability company, and ION Crossover Partners LP, a Cayman Islands exempted limited
UNDERWRITING AGREEMENTUnderwriting Agreement • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and ION Holdings 3, 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 • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between ION Acquisition Corp 3 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”).
ION Acquisition Corp 3 Ltd. Herzliya 4676672, IsraelLetter Agreement • April 6th, 2021 • ION Acquisition Corp 3 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 among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 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-eighth 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 (a
ION ACQUISITION CORP 3 LTD. Herzliya 4676672, IsraelION Acquisition Corp 3 Ltd. • April 6th, 2021 • Blank checks • New York
ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by ION Holdings 3, LP, a Cayman Islands exempted limited partnership (“Subscriber” or “you”), to subscribe for and purchase 6,325,000 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 825,000 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 • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 6, 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and ION Asset Management Ltd., a Cayman Islands exempted company, ION Crossover Partners LP, a Cayman Islands exempted limited partnership, and ION Tech Fund Ltd., an Israeli limited liability company (collectively referred to herein as the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
ION ACQUISITION CORP 3 LTD.Letter Agreement • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
This letter agreement (this “Agreement”) by and between ION Acquisition Corp 3 Ltd. (the “Company”) and ION Holdings 3, LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the Registration Statement (as defined below) is declared effective (the “Effective 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 6th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
