Exhibit 10.6


 


THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”).  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  


 


PROMISSORY
NOTE


 


	Principal
    Amount:  $300,000	 Dated
    as of February 21, 2021


 


ION
Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of ION
Holdings 3, LP, a Cayman Islands exempted limited partnership, or its registered assigns or successors in interest (the
“Payee”), or order, the principal sum of Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall
have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money
of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check
or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to
time designate by written notice in accordance with the provisions of this Note.


 


1. Principal. The
entire unpaid principal balance of this Note shall be payable on the earlier of: (i) December 31, 2021 or (ii) the date on which Maker
consummates an initial public offering of its securities (such earlier date, the “Maturity Date”). The principal
balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director,
employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.


 


2. Interest. No
interest shall accrue on the unpaid principal balance of this Note.


 


3. Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note.


 


4. Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)  Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of
the date specified above.


 


(b)  Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate
action by Maker in furtherance of any of the foregoing.


 


(c)  Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in
an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive
days.


  


5. Remedies.


 


(a)  Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be
due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become
immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived,
anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 



     


     


    

 


(b)  Upon
the occurrence of an Event of Default specified in Sections 4(b) or 4(c), the unpaid principal balance of this Note, and all other sums
payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the
part of Payee.


  


6. Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the
terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate
that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any
such writ in whole or in part in any order desired by Payee.


 


7. Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to
by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect
to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties
hereto without notice to Maker or affecting Maker’s liability hereunder.


 


8. Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally
or sent by first class registered or certified mail, overnight courier service or electronic transmission to the address (including,
as applicable, to the electronic mail address most recently provided to such party or such other electronic mail address) as may be designated
in writing by such party.  Any notice or other communication so transmitted shall be deemed to have been given (i) on the day
of delivery, if delivered personally, (ii) one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail or (iii) one (1) business day after receipt of written confirmation, if sent by electronic transmission.


 


9. Counterparts;
Electronic Signatures. This Note may be executed in one or more counterparts, all of which when taken together shall be
considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is
delivered in PDF format via electronic mail, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. The
use of electronic signatures and electronic records for this Note shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, and any other applicable law, including any state law based on the Uniform Electronic Transactions Act or the Uniform
Commercial Code.


 


10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


12. Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which
the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and the proceeds of
the sale of the warrants issued in a private placement to occur prior to the consummation of the IPO are to be deposited, as
described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in
connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the
trust account for any reason whatsoever.


 


13. Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


14. Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or
otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.


 


[Signature
page follows]


 



     


     


    

 


IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the
day and year first above written.


 


	 	ION ACQUISITION CORP 3 LTD.,

                                                                     a
Cayman Islands exempted company

	 	 	 
	 	By:	/s/
    Gilad Shany
	 	 	Name:
    Gilad Shany
	 	 	Title:
    Director


 


Agreed
and acknowledged:


 


	ION
    HOLDINGS 3, LP,	 
	 a
    Cayman Islands exempted limited partnership	 
	 	 
	Acting
    by its General Partner 	 
	ION
    Acquisition Corp GP Ltd.	 
	 	 	 
	By:	/s/
    Anthony Reich	 
	 	Name:
    Anthony Reich 	 
	 	Title:
    Authorized Signatory	 


   


[Signature
Page to Promissory Note]