REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 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 li
UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
ION Acquisition Corp 3 Ltd. 89 Medinat Hayehudim Street Herzliya 4676672, IsraelUnderwriting Agreement • May 5th, 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 25,300,000 of the Company’s Class A ordinary shares (including up to 3,300,000 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 29, 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”).
ION ACQUISITION CORP 3 LTD.Administrative Services Agreement • May 5th, 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”):
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 5th, 2021 • ION Acquisition Corp 3 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of April 29, 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”).
