REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 20th, 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
25,000,000 Class A Ordinary Shares ION Acquisition Corp 3 Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Street Herzliya 4676672, IsraelLetter Agreement • April 20th, 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 Class A ordinary shares (including up to 3,750,000 shares that may be purchased to cover over-allotments, if any)(the “Shares”), par value $0.0001 per share. The Shares 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 Shares listed on the New York Stock Exchange. Certain
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 20th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 19, 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”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • April 20th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES 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”).
AMENDED AND RESTATED FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 20th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
This Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 19, 2021, by and between ION Acquisition Corp 3 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 20th, 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”).
