Exhibit 10.8


 


ION ACQUISITION CORP 3 LTD.


89 Medinat Hayehudim Street


Herzliya 4676672, Israel


 


April [   ], 2021




 


ION Holdings 3, 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 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”):


 


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
hereby 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 3 LTD.
	 	 	 
	 	By:	 
	 	 	Name: 	Anthony Reich
	 	 	Title:	Chief Financial Officer


 


Accepted and agreed as of the date first written above:


 


	ION HOLDINGS 3, LP	 
	 	 
	Acting by its General Partner,	 
	 	 
	ION ACQUISITION CORP GP LTD.	 
	 	 	 
	By:	 	 
	 	Name: 	Anthony Reich	 
	 	Title:	Authorized Signatory	 


 


[Signature Page to Administrative Services Agreement]