Exhibit 10.4


 


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS, the
Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”),
and one-eighth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of
$11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and
Exchange Commission (No. 333-[_____]) (the “Registration Statement”), under the Securities Act of 1933, as amended
(the “Securities Act”).


 


WHEREAS, the
Purchaser has agreed to purchase an aggregate of 7,500,000 warrants (or 8,250,000 warrants in the aggregate if the over- allotment option
in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private
Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per Share, for a purchase price of
$1.00 per Private Placement Warrant or an aggregate purchase price of $7,500,000 (or $8,250,000 if the underwriters’ over-allotment
option is exercised in full).


 


NOW THEREFORE,
in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms
of the Private Placement Warrants.


 


A. 
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Ordinary Shares underlying
the Private Placement Warrants, to the Purchaser.


 


 B. Purchase and Sale of the Private Placement Warrants.




 


(i) 
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser
and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser
shall purchase from the Company, an aggregate of 7,500,000 (Private Placement Warrants at a price of $1.00 per warrant for an aggregate
purchase price of $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available
funds to the Company on the date the Registration Statement is declared effective, in accordance with the Company’s wiring instructions,
including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company,
maintained by Continental Stock Transfer & Trust Company, acting as trustee. On the Initial Closing Date, upon the payment by the
Purchaser of the Purchase Price, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased
by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 


(ii)  On
the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier
time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing
Date”, and each Over- allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein
as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, up to an aggregate of 750,000 additional Private Placement Warrants at a price of $1.00 per warrant for an
aggregate purchase price of up to $750,000 (if the over-allotment option in connection with the Public Offering is exercised in
full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price by
wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least
one business day prior to the Over-allotment Closing Date in accordance with the Company’s wiring instructions. On the
Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price, the Company shall, at its
option, deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in
the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 




     


     


    

 


 C. Terms of the Private Placement Warrants.




 


(i) 
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent in connection with the Public Offering (a “Warrant Agreement”).


 


(ii)
On or prior to the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the
Private Placement Warrants and the Ordinary Shares underlying the Private Placement Warrants.


 


Section 2.
Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase
the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
survive each Closing Date) that:


 


A. 
Incorporation and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing
under the laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


 B. Authorization; No Breach.




 


(i) 
The execution, delivery and performance of this Agreement and the Private Placement Warrants and, subject to proper exercise of
the Private Placement Warrants and against payment therefor, the Ordinary Shares underlying the Private Placement Warrants, have been
duly authorized by the Company as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable
in accordance with its terms. Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement,
the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
as of each Closing Date.


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the Ordinary Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance
with, the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result in
a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Company’s equity or assets under, (d) result in a violation of or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Amended and Restated Memorandum and Articles of Association of the Company in effect on the date hereof
or as may be amended prior to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which
the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after
the date hereof under federal or state securities laws.


 


C. Title
to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company, and upon registration in the Company’s register of members,
the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable.
On the date of the issuance of the Private Placement Warrants, the Ordinary Shares issuable upon exercise of the Private Placement Warrants
will have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement,
and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants
and the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances
of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 




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D. 
Governmental Consents. Assuming the accuracy of the representations and warranties made by the Purchaser in this Agreement,
no consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with
the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions
contemplated hereby, except for applicable requirements of the Securities Act.


 


Section 3.
Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and
sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
and warranties shall survive each Closing Date) that:


 


A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the
transactions contemplated by this Agreement.


 


 B. Authorization; No Breach.




 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the
Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions
or provisions of, (b) constitute a default under (c) result in the creation of any lien, security interest, charge or encumbrance upon
the Purchaser’s equity or assets under, (d) result in a violation of or (e) require any authorization, consent, approval, exemption
or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to
the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any agreement, instrument, order,
judgment or decree to which the Purchaser is subject, except for any filings required after the date hereof under federal or state securities
laws.


 


 C. Investment Representations.




 


(i) 
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Ordinary Shares
issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment
purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the Purchaser
has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act. The Purchaser
did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule
502(c) of Regulation D under the Securities Act.


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from
the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in order
to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 




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(iv) 
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity
to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment in the Securities
involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision with respect to the acquisition of the Securities.


 


(v) 
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed
on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the
Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vi) 
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold
in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the
Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws
or to comply with the terms and conditions of any exemption thereunder. While the Purchaser understands that Rule 144 is not available
for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers
that have been at any time previously a shell company, the Purchaser understands that Rule 144 includes an exception to this prohibition
if the following conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company;
(ii) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports
and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required
to file such reports and materials), other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer
filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.


 


(vii) 
The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated
with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated
hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The
Purchaser can afford a complete loss of its investment in the Securities.


 


(viii)
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the
Warrant Agreement and be subject to appropriate “stop transfer restrictions”.


 


Section 4.
Conditions of the Purchaser’s Obligations. The obligation of the Purchaser to purchase and pay for the Private Placement Warrants
is subject to the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. 
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and
correct at and as of such Closing Date as though then made.


 


B. 
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by it on or before such Closing Date.


 


C. 
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


D. Warrant
Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent and the
Registration Rights Agreement, in each case on terms satisfactory to the Purchaser.


 




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Section 5.
Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to
the fulfillment, on or before each Closing Date, of each of the following conditions:


 


A. 
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
and correct at and as of such Closing Date as though then made.


 


B. 
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in
this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C. 
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D. 
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


E. 
Warrant Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory
to the Company.


 


Section 6.
Termination. This Agreement may be terminated at any time after December 31, 2021 upon the election by either the Company or the Purchaser
upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.


 


Section 7.
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive each Closing
Date.


 


Section 8.
Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such terms in the Registration
Statement.


 


Section 9. Miscellaneous.


 


A. 
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
electronically shall be valid and effective to bind the party so signing.


 


D. 
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by
way of example rather than by limitation.


 


E. Governing
Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be construed
in accordance with the internal laws of the State of New York.


 


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


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	ION ACQUISITION CORP 3 LTD.
	 	 
	 	By:	            
	 	 	Name:	 Anthony Reich 
	 	 	Title:	 Chief Financial Officer



 


[Signature Page to Private Placement Warrants Purchase
Agreement (Sponsor)]


 




     


     


    

 


	 	PURCHASER:
	 	 
	 	ION HOLDINGS 3, LP
	 	By its General Partner
	 	ION ACQUISITION CORP GP LTD.
	 	 
	 	By:	                        
	 	 	Name:	 Anthony Reich 
	 	 	Title: 	Chief Financial Officer






 


[Signature Page to Private Placement Warrants Purchase
Agreement (Sponsor)]