Exhibit 10.10


 


Execution Version


 


FORWARD PURCHASE AGREEMENT


 


This Forward Purchase Agreement
(this “Agreement”) is entered into as of April 6, 2021, by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted
company (the “Company”), and ION Asset Management Ltd., a Cayman Islands exempted company, ION Crossover Partners LP, a Cayman
Islands exempted limited partnership, and ION Tech Fund Ltd., an Israeli limited liability company (collectively referred to herein as
the “Purchaser”).


 


Recitals


 


WHEREAS, the Company was incorporated
for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has filed
with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of 25,000,000 units (or 28,750,000 units if the underwriters’
over-allotment option is exercised in full) (the “Public Units”) at a price of $10.00 per Public Unit, each Public Unit comprised
of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Shares,” and the Class A Shares included
in the Public Units, the “Public Shares”), and one-eighth of one redeemable warrant, where each whole redeemable warrant is
exercisable to purchase one Class A Share at an exercise price of $11.50 per share;


 


WHEREAS, following the closing
of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, the parties wish
to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the
“Business Combination Closing”), the Company may issue and sell to the Purchaser, and the Purchaser shall purchase from the
Company, on a private placement basis, up to an aggregate of 7,500,000 Class A Shares (the “Forward Purchase Shares”) on the
terms and conditions set forth herein; and


 


WHEREAS, proceeds from the
IPO in an aggregate amount equal to the gross proceeds from the IPO will be deposited into a trust account for the benefit of the holders
of the Public Shares (the “Trust Account”), as described in the Registration Statement.


 


NOW, THEREFORE, in consideration
of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


Agreement


 


		1.	Sale and Purchase.



 


		(a)	Forward Purchase Shares.



 


		(i)	The Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase
from the Company, up to an aggregate of 7,500,000 Forward Purchase Shares for a purchase price of $10.00 per share, or up to $75,000,000
in the aggregate (the “Forward Purchase Price”). Any reduction of the number of Forward Purchase Shares shall be made in the
sole discretion of the Company.



 






     


     


    

 


		(ii)	The Company shall require the Purchaser to subscribe for and purchase the Forward Purchase Shares by delivering
notice to the Purchaser, at least five (5) Business Days before the Business Combination Closing, specifying the date of the Business
Combination Closing and instructions for wiring the Forward Purchase Price. The closing of the sale of Forward Purchase Shares (the “Forward
Closing”) shall be held on the same date and immediately prior to the Business Combination Closing (such date being referred to
as the “Forward Closing Date”). At least one (1) Business Day prior to the Forward Closing Date, the Purchaser shall deliver
to the Company, to be held in escrow until the Forward Closing, the Forward Purchase Price for the Forward Purchase Shares by wire transfer
of U.S. dollars in immediately available funds to the account specified by the Company in such notice. Immediately prior to the Forward
Closing on the Forward Closing Date, (A) the Forward Purchase Price shall be released from escrow automatically and without further action
by the Company or the Purchaser, and (B) upon such release, the Company shall issue the Forward Purchase Shares to the Purchaser in book-entry
form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws),
registered in the name of the Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by
the Purchaser, as applicable. In the event the Business Combination Closing does not occur on the date scheduled for closing, the Forward
Closing shall not occur and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Forward Purchase
Price to the Purchaser. For purposes of this Agreement, “Business Day” means any day, other than a Saturday or a Sunday, that
is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close
in the City of New York, New York.



 


		(b)	Legends. Each register and book entry for the Forward Purchase Shares shall contain a notation,
and each certificate (if any) evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially
the following form:



 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS. THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN FORWARD PURCHASE AGREEMENT BY AND BETWEEN THE HOLDER AND THE COMPANY. COPIES
OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


		2.	Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Company as follows, as of the date hereof:



 


		(a)	Organization and Power. The Purchaser is duly organized, validly existing, and in good standing
under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted
and as proposed to be conducted.



 


		(b)	Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement,
when executed and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights (as defined below) may be limited by applicable federal or state securities laws.



 






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		(c)	Governmental Consents and Filings. No consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of
the Purchaser in connection with the consummation of the transactions contemplated by this Agreement.



 


		(d)	Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of
this Agreement and the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation
or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it
is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal or
state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse
effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.



 


		(e)	Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the
Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms,
that the Forward Purchase Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of any state or federal
securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing
the same in violation of law. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have
any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any
third Person, with respect to any of the Forward Purchase Shares. For purposes of this Agreement, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity
or any government or any department or agency thereof.



 


		(f)	Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s
business, management, financial affairs and the terms and conditions of the offering of the Forward Purchase Shares, as well as the terms
of the Company’s proposed IPO, with the Company’s management.



 


		(g)	Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase
Shares to the Purchaser has not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities
Act”), by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The
Purchaser understands that the Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state
securities laws and that, pursuant to these laws, the Purchaser must hold the Forward Purchase Shares indefinitely unless they are registered
with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The
Purchaser acknowledges that the Company has no obligation to register or qualify the Forward Purchase Shares for resale, except for the
Registration Rights. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be
conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase
Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under
no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has filed the Registration Statement for its
proposed IPO. The Purchaser understands that the offering of the Forward Purchase Shares is not, and is not intended to be, part of the
IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to such Forward
Purchase Shares.



 


		(h)	No Public Market. The Purchaser understands that no public market now exists for the Forward Purchase
Shares, and that the Company has made no assurances that a public market will ever exist for the Forward Purchase Shares.



 


		(i)	High Degree of Risk. The Purchaser understands that its agreement to subscribe for and purchase
the Forward Purchase Shares involves a high degree of risk which could cause the Purchaser to lose all or part of its investment.



 



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		(j)	Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act.



 


		(k)	No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees,
agents, shareholders or partners has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation,
or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Shares.



 


		(l)	Residence. The Purchaser’s principal place of business is the office or offices located at
the address of the Purchaser set forth on the signature page hereof.



 


		(m)	Non-Public Information. The Purchaser acknowledges its obligations under applicable securities
laws with respect to the treatment of non-public information relating to the Company.



 


		(n)	Adequacy of Financing. At the time of the Forward Closing, the Purchaser will have available to
it sufficient funds to satisfy its obligations under this Agreement.



 


		(o)	Affiliation of Certain FINRA Members. The Purchasers are neither associated nor affiliated with
Morgan Stanley & Co. LLC (“Morgan Stanley”), Goldman Sachs & Co. LLC (“Goldman Sachs”) or, to their
actual knowledge, any other member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the IPO.



 


		(p)	No Other Representations and Warranties; Non-Reliance. Except for the specific representations
and warranties contained in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any
person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering, and
the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made
by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically
disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf
of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).



 


		3.	Representations and Warranties of the Company. The Company
represents and warrants to the Purchaser as follows:



 


		(a)	Incorporation and Corporate Power. The Company is an exempted company duly incorporated and validly
existing and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its
business as presently conducted and as proposed to be conducted. The Company has no subsidiaries.



 


		(b)	Capitalization. On the date hereof, the authorized share capital of the Company consists of:



 


		(i)	500,000,000 Class A Shares, none of which are issued and outstanding;



 


		(ii)	50,000,000 Class B ordinary shares, par value $0.0001 per share (the “Class B Shares”), 7,187,500
of which are issued and outstanding and held by ION Holdings 3, LP, and their Permitted Transferees (as defined below), all of which have
been duly authorized and have been issued as fully paid and nonassessable and were issued in compliance with all applicable federal and
state securities laws; and



 


		(iii)	5,000,000 preference shares, par value $0.0001 per share, none of which are issued and outstanding.



 


		(c)	Authorization. Any corporate action required to be taken by the Company’s Board of Directors
and shareholders in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Shares at the Forward
Closing, has been taken or will be taken prior to the Forward Closing. Any action on the part of the shareholders, directors and officers
of the Company necessary for the execution and delivery of this Agreement, the performance of all obligations of the Company under this
Agreement to be performed as of the Forward Closing, and the issuance and delivery of the Forward Purchase Shares has been taken or will
be taken prior to the Forward Closing. This Agreement, when executed and delivered by the Company, shall constitute the valid and legally
binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited
by applicable federal or state securities laws.



 


		(d)	Valid Issuance of Securities. The Forward Purchase Shares, when issued, sold and delivered in accordance
with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable, as applicable,
and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions
on transfer other than restrictions on transfer specified under this Agreement, applicable state and federal securities laws and liens
or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement
and subject to the filings described in Section 3(e) below, the Forward Purchase Shares will be issued in compliance with all applicable
federal and state securities laws.



 






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		(e)	Governmental Consents and Filings. Assuming the accuracy of the representations and warranties
made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with
the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act,
and applicable state securities laws, if any, and pursuant to the Registration Rights.



 


		(f)	Compliance with Other Instruments. The execution, delivery and performance of this Agreement and
the consummation of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions
of the Company’s memorandum and articles of association, as may be amended from time to time, or other governing documents of the
Company, (ii) of any instrument, judgment, order, writ or decree to which the Company is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or
purchase order to which the Company is a party or by which it is bound or (v) of any provision of federal or state statute, rule or regulation
applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability
to consummate the transactions contemplated by this Agreement.



 


		(g)	Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing
the Company will not conduct, any operations other than organizational activities and activities in connection with offerings of its securities.



 


		(h)	No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents
or shareholders has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii)
published any advertisement in connection with the offer and sale of the Forward Purchase Shares.



 


		(i)	No Other Representations and Warranties; Non-Reliance. Except for the specific representations
and warranties contained in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties
has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering,
the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except for
the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any certificate or agreement
delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties
that may have been made by the Purchaser Parties.



 


		4.	Registration Rights; Transfer



 


		(a)	Registration Rights. The Purchaser shall be granted registration rights by the Company with respect
to the Forward Purchase Shares pursuant to a registration rights agreement to be entered into with the Company, a form of which has been
filed with Registration Statement (the “Registration Rights”).



 






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		(b)	Transfer. This Agreement and all of the Purchaser’s rights and obligations hereunder (including
the Purchaser’s obligation to subscribe for and purchase the Forward Purchase Shares) may be transferred or assigned, at any time
and from time to time, in whole or in part, to one or more third parties (each such transferee, a “Transferee”). Upon any
such assignment:



 


		(i)	the applicable Transferee shall execute a signature page to this Agreement, substantially in the form
of the Purchaser’s signature page hereto (the “Joinder Agreement”), which shall reflect the number of Forward Purchase
Shares to be purchased by such Transferee (the “Transferee Securities”), and, upon such execution, such Transferee shall have
all the same rights and obligations of the Purchaser hereunder with respect to the Transferee Securities, and references herein to the
“Purchaser” shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee
Securities; provided, that any representations, warranties, covenants and agreements of the Purchaser and any such Transferee shall be
several and not joint and shall be made as to the Purchaser or any such Transferee, as applicable, as to itself only; and



 


		(ii)	upon a Transferee’s execution and delivery of a Joinder Agreement, the number of Forward Purchase
Shares to be purchased by the Purchaser hereunder shall be reduced by the total number of Forward Purchase Shares to be purchased by the
applicable Transferee pursuant to the applicable Joinder Agreement, which reduction shall be evidenced by the Purchaser and the Company
amending Schedule A to this Agreement to reflect each transfer and updating the “Number of Forward Purchase Shares” and “Aggregate
Purchase Price for Forward Purchase Shares” on the Purchaser’s signature page hereto to reflect such reduced number of Forward
Purchase Shares, and the Purchaser shall be fully and unconditionally released from its obligation to purchase such Transferee Securities
hereunder. For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and
the Purchaser’s signature page hereto need be so amended and updated and executed by each of the Purchaser and the Company upon
the occurrence of any such transfer of Transferee Securities.



 


		5.	Additional Agreements, Acknowledgements and Waivers of the Purchaser.



  


		(a)	Lock-up; Transfer Restrictions. The Purchaser agrees that it shall not Transfer any Forward Purchase
Shares until 30 days after the completion of the initial Business Combination. Notwithstanding the foregoing, Transfers of the Forward
Purchase Shares are permitted (any such transferees, the “Permitted Transferees”): (A) to the Company’s officers or
directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Purchaser, or any
affiliates of the Purchaser; (B) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust,
the beneficiary of which is a member of individual’s immediate family or an affiliate of such person, or to a charitable organization;
(C) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of an individual,
pursuant to a qualified domestic relations order; (E) by private sales or transfers made in connection with the consummation of a Business
Combination at prices no greater than the price at which the securities were originally purchased; (F) in the event of the Company’s
liquidation prior to the completion of a Business Combination; (G) in the event of the Company’s liquidation, merger, share exchange,
reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their
Class A Shares for cash, securities or other property subsequent to the completion of a Business Combination; (H) as a distribution to
limited partners, members or shareholders of the Purchaser; (I) to the Purchaser’s affiliates, to any investment fund or other entity
controlled or managed by the Purchaser or any of its affiliates, or to any investment manager or investment advisor of the Purchaser or
an affiliate of any such investment manager or investment advisor; (J) to a nominee or custodian of a person or entity to whom a disposition
or transfer would be permissible under clauses (A) through (I) above; (K) to the Purchaser or any Transferee hereunder; (L) by virtue
of the laws of the Purchaser’s jurisdiction of formation or its organizational documents upon dissolution of the Purchaser; and
(M) pursuant to an order of a court or regulatory agency; provided, however, that in the case of clauses (A) through (E) and (H) through
(L), these Permitted Transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. “Transfer”
shall mean the (x) sale or assignment of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to
purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with
respect to, any of the Forward Purchase Shares (excluding any pledges in the ordinary course of business for bona fide financing purposes
or as part of prime brokerage arrangements), (y) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any of the Forward Purchase Shares, whether any such transaction is to be settled by
delivery of such Forward Purchase Shares, in cash or otherwise, or (z) public announcement of any intention to effect any transaction
specified in clause (x) or (y).



 






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		(b)	Trust Account.



 


		(i)	The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for
the benefit of its public shareholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no
right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result
of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it.



 


		(ii)	The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim
of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies
in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have
in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies
in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held
by it.



 


		(c)	No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on
its behalf or pursuant to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to
the Business Combination Closing. For purposes of this Section, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act and all types of direct and indirect share
pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options,
puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker
dealers or foreign regulated brokers.



 






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		(d)	Allocation. At the closing the Purchaser will agree amongst themselves the final amounts to be
allocated and cause such allocation to be reflected in Schedule B, attached hereto.



 


		6.	NYSE Listing. The Company will use commercially reasonable
efforts to effect and maintain the listing of the Class A Shares on the New York Stock Exchange (“NYSE”) (or another national
securities exchange).



 


		7.	Forward Closing Conditions.



 


		(a)	The obligation of the Purchaser to subscribe for and purchase the Forward Purchase Shares at the Forward
Closing under this Agreement shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions,
any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:



 


		(i)	The Business Combination shall be consummated substantially concurrently with, and immediately following,
the purchase of the Forward Purchase Shares;



 


		(ii)	The Company shall have delivered to the Purchaser a certificate evidencing the Company’s good standing
as a Cayman Islands exempted company, as of a date within ten (10) Business Days of the Forward Closing;



 


		(iii)	The representations and warranties of the Company set forth in Section 3 of this Agreement shall have
been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same
effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty
that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions contemplated
by this Agreement;



 


		(iv)	The Company shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Forward
Closing; and



 


		(v)	No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with
any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint
or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.



 


		(b)	The obligation of the Company to sell the Forward Purchase Shares at the Forward Closing under this Agreement
shall be subject to the fulfillment, at or prior to the Forward Closing of each of the following conditions, any of which, to the extent
permitted by applicable laws, may be waived by the Company:



 


		(i)	The Business Combination shall be consummated substantially concurrently with, and immediately following,
the purchase of Forward Purchase Shares;



 






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		(ii)	The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have
been true and correct as of the date hereof and shall be true and correct as of the Forward Closing Date, as applicable, with the same
effect as though such representations and warranties had been made on and as of such date (other than any such representation or warranty
that is made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated
by this Agreement;



 


		(iii)	The Purchaser shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Forward
Closing; and



 


		(iv)	No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with
any governmental, regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint
or prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Shares.



 


		8.	Termination. This Agreement may be terminated at any
time prior to the Forward Closing:



 


		(a)	by mutual written consent of the Company and the Purchaser;



 


		(b)	automatically



 


		(i)	if the IPO is not consummated on or prior to twelve months from the date of this Agreement; or



 


		(ii)	if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later
date as may be approved by the Company’s shareholders.



 


In the event of any termination
of this Agreement pursuant to this Section 8, the Forward Purchase Price (and interest thereon, if any), if previously paid, and all Purchaser’s
funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this Agreement shall forthwith become null
and void and have no effect, without any liability on the part of the Purchaser or the Company and their respective directors, officers,
employees, partners, managers, members, or shareholders and all rights and obligations of each party shall cease; provided, however,
that nothing contained in this Section 8 shall relieve either party from liabilities or damages arising out of any fraud or willful breach
by such party of any of its representations, warranties, covenants or agreements contained in this Agreement.


 


		9.	General Provisions.



 


		(a)	Notices. All notices and other communications given or made pursuant to this Agreement shall be
in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified,
(b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during
normal business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight
courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the
Company shall be sent to: 89 Medinat Hayehudim Street, Herzliya 4676672, Israel, Attn: Anthony Reich, Chief Financial Officer, email:
anthony@ion-am.com, with a copy to the Company’s counsel at: White & Case LLP, 1221 Avenue of the Americas, New York, New York
10020, Attn: Colin Diamond, email: colin.diamond@whitecase.com.



 






    9


     


    

 


All communications to the Purchaser
shall be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address or address as subsequently
modified by written notice given in accordance with this Section 8(a).


 


		(b)	No Finder’s Fees. Each party represents that it neither is nor will be obligated for any
finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company
from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers,
employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any
commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and
expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives
is responsible.



 


		(c)	Survival of Representations and Warranties. All of the representations and warranties contained
herein shall survive the Forward Closing.



 


		(d)	Entire Agreement. This Agreement, together with any documents, instruments and writings that are
delivered pursuant hereto or referenced herein, 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.



 


		(e)	Successors. All of the terms, agreements, covenants, representations, warranties, and conditions
of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.



 


		(f)	Assignments. Except as otherwise specifically provided herein, 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.



 


		(g)	Counterparts. This Agreement may be executed in two or more counterparts, each of which will be
deemed an original but all of which together will constitute one and the same instrument.



 


		(h)	Headings. The section headings contained in this Agreement are inserted for convenience only and
will not affect in any way the meaning or interpretation of this Agreement.



 






    10


     


    

 


		(i)	Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between
the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.



 


		(j)	Jurisdiction. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction
of the state courts of New York and to the jurisdiction of the United States District Court for the Southern District of New York for
the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action
or other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court
for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in
any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or
by such court.



 


		(k)	Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with
any litigation pursuant to this Agreement and the transactions contemplated hereby.



 


		(l)	Amendments. This Agreement may not be amended, modified or waived as to any particular provision
except with the prior written consent of the Company and the Purchaser.



 


		(m)	Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability
of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this
Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not
to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making
such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable,
and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.



 


		(n)	Expenses. Each of the Company and the Purchaser will bear its own costs and expenses incurred in
connection with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby,
including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance of the
Forward Purchase Shares.



 


		(o)	Construction. The parties hereto have participated jointly in the negotiation and drafting of this
Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of
any provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended
and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,”
and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine,
and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural
and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to
any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained
herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein
in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless
of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party
hereto is in breach of the first representation, warranty, or covenant.



 


		(p)	Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty
or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach
of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.



 


		(q)	Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision
of this Agreement was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific
performance of the terms hereof, in addition to any other remedy at law or equity.



 


[Signature Page Follows]


 




    11


     


    

 


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


 


	 	COMPANY:
	 	 
	 	ION ACQUISITION CORP 3 LTD.
	 	 
	 	By: 	/s/ Anthony Reich
	 	Name:  	Anthony Reich
	 	Title:	Chief Financial Officer
	 	 	 
	 	PURCHASER:
	 	 
	 	ION ASSET
    MANAGEMENT LTD., in its capacity as fund manager to Norges Bank and ION Israel Fund Ltd. 
	 	 
	 	By:	/s/ Anthony Reich
	 	Name:	Anthony Reich
	 	Title:	Chief Financial Officer
	 	 	 
	 	ION CROSSOVER PARTNERS LP
	 	 
	 	By its General Partner
	 	ION CROSSOVER PARTNERS GP LP.
	 	 
	 	By ION CROSSOVER PARTNERS FUND LTD., as general partner
	 	 
	 	By:	/s/ Gilad Shany
	 	 	Name:	Gilad Shany 
	 	 	Title:	Director
	 	 	E-mail:	gilad@ion-am.com
	 	 
	 	ION TECH FUND LTD.
	 	 
	 	By:	/s/ Stephen Levy 
	 	 	Name:  	Stephen Levey 
	 	 	Title:	Director



 


[Signature Page to Forward Purchase Agreement]


 




     


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT AND/OR REVISION IN ACCORDANCE
WITH THIS AGREEMENT TO “NUMBER OF FORWARD PURCHASE SHARES” AND “AGGREGATE PURCHASE PRICE FOR FORWARD PURCHASE SHARES”
SET FORTH BELOW


 


	Number of Forward Purchase Shares:	[________]
	Aggregate Purchase Price for Forward Purchase Shares:	$[________]



 


Number of Forward Purchase Shares and Aggregate
Purchase Price for Forward Purchase Shares as of ______________, 2021, accepted and agreed to as of this _____________ day of __________,
2021.


 


	 	[_____________________]
	 	 
	 	By: 	 
	 	 	Name:  	                               
	 	 	Title:	  
	 	 	 	 
	 	ION ACQUISITION CORP 3 LTD.
	 	 	 	 
	 	By: 	          
	 	 	Name:	Anthony Reich
	 	 	Title:	Chief Financial Officer


 




     


     


    

 


SCHEDULE A


 


SCHEDULE OF TRANSFERS OF FORWARD PURCHASE
SHARES


 


The following transfers of
a portion of the original number of Forward Purchase Shares have been made:


 


	Date of Transfer	 	Transferee	 	Number of Forward

 Purchase Shares

 Transferred	 	Purchaser Revised

 Forward Purchase 

Shares Amount
	 	 	 	 	 	 	 


 




    Schedule A-1


     


    

 


TO BE EXECUTED UPON ANY ASSIGNMENT OR FINAL DETERMINATION OF FORWARD
PURCHASE SHARES:


 


	Schedule A as of ______________, 2021 accepted and agreed to as of this	 	day of ___________, 2021  by:
	 	 	 
	[_____________________]	 	ION ACQUISITION CORP 3 LTD.
	 	 	 
	By:  	 	 	By:  	 
	 	Name:  	                          	 	 	Name:   	Anthony Reich
	 	Title:	 	 	 	Title: 	Chief Financial Officer


 




    Schedule A-2


     


    

 


SCHEDULE B


 


SCHEDULE OF INITIAL ALLOCATIONS OF FORWARD
PURCHASE SHARES


 


The following initial allocations
of a portion of the original number of Forward Purchase Shares have been made:


 


	Date of Allocation	 	Allocated Entity	 	Number of Forward 

Purchase Shares

 Allocated	 	Purchaser Revised 

Forward Purchase

 Shares Amount
	 	 	 	 	 	 	 


 


 


Schedule B-1