Exhibit 10.8


 


ION
ACQUISITION CORP 2 LTD.


89
Medinat Hayehudim Street


Herzliya
4676672, Israel


 


February
10, 2021


 


ION
Holdings 2, LP


89
Medinat Hayehudim Street


Herzliya
4676672, Israel


 


Re:
Administrative Services Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Agreement”) by and between ION Acquisition Corp 2 Ltd. (the
“Company”) and ION Holdings 2, 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”):


 


1.
The Sponsor shall make available, or cause to be made available, to the Company, 89 Medinat Hayehudim Street, Herzliya
4676672, Israel (or any successor location), office space, utilities and administrative and support services as may be
reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor $10,000 per month on the
Effective Date and continuing monthly thereafter until the Termination Date; and


 


2.
The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a
result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to
seek payment of any amounts due to it out of, the trust account established for the benefit of the public shareholders of the
Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited
(the “Trust Account”), and here by irrevocably waives any Claim it may have in the future as a
result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust
Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason
whatsoever.


 


This
Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate
in any way to the subject matter hereof or the transactions contemplated hereby.


 


This
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the
parties hereto.


 


No
party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee.


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state, without regards to the conflicts of laws principles thereof.


 


[Signature
Page Follows]


 




     


     


    

 


If
the foregoing accurately sets forth our understanding and agreement, please sign the enclosed copy of this Agreement and return
it to us.


 


	 	ION ACQUISITION CORP 2 LTD.
	 	 	 	 
	 	By:	/s/ Anthony Reich
	 		Name:	Anthony Reich
	 		Title:	Chief Financial Officer
	 	 	 	 
	Accepted and agreed as of the date first written above:


 


	ION HOLDINGS 2, LP	 
	 	 	 	 
	Acting by its General Partner,	 
	ION ACQUISITION CORP GP LTD.	 
	 	 	 	 
	By:	/s/ Anthony Reich	 
		Name:	Anthony Reich 	 
		Title:	Authorized Signatory	 


  


[Signature
Page to Administrative Services Agreement]