Exhibit
10.2


   


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [    ],
2021 by and between ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and Continental
Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-[    ] (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering (the “Offering”)
of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value
$0.0001 per share (the “Ordinary Shares”), and one-eighth of one redeemable warrant, has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; 


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley &
Co. LLC and Goldman Sachs & Co. LLC, as representatives (“Representatives”) of the several underwriters
(the “Underwriters”) named therein;


 


WHEREAS,
as described in the Prospectus, $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or $287,500,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering
as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein
as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together as
the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000, or $10,062,500 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and
conditions pursuant to which the Trustee shall hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;





 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or
less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 






     


     


    









 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and
disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representatives,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the
funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), only as directed in
the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 24 months after the
closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such
date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes
payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of
such date;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to
the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as
a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the
Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
held in the Trust Account as shall be designated by the Company in writing to make such distribution (it being acknowledged and agreed
that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall
have no responsibility to look beyond said request;


 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public
Shareholders on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders
properly submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares included in the Units sold in the Offering
(the “public shares”) if the Company has not consummated an initial Business Combination within such time as is described
in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions
relating to shareholders’ rights or pre- initial Business Combination activity. The written request of the Company referenced above
shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above.

 






    2


     


    







 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties
under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying
on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one
of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company
with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e)
Provide the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with
respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement;


 


(g)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such
over- allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall
in no event be less than $8,750,000; and


 


(h)
Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of
Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Representatives prior to any transfer
of the funds held in the Trust Account to the Company or any other person.


 






    3


     


    




 





3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:

 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)
Refund any depreciation in principal of any Property;

 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine
and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;

 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited
to, tax obligations, except pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
1(j) or 1(k) hereof.

 






    4


     


    




 


4.
Trust Account Waiver. The Trustee has 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. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee 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.


 


5.
Termination. This Agreement shall terminate as follows:

 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


6.
Miscellaneous.

 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such
security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers,
the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative
vote of at least two-thirds of the Company’s Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, that are
represented in person or by proxy at a general meeting of the Company, voting together as a single class; provided that no
such amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a
shareholder vote to amend this Agreement (A) to modify the substance or timing of the Company’s obligation to allow redemption
in connection with the Company’s initial Business Combination or to redeem 100% of the public shares if the Company does not complete
its initial Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles
of association or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)
by a writing signed by each of the parties hereto.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 






    5


     


    







 


(e)
Any notice, statement or demand authorized by this Agreement to be given or made by the Trustee or on the Company shall be sufficiently
given when delivered (if given by hand, overnight delivery or certified mail) or when sent (if given electronically) (until another address
is filed in writing by the Company with the Trustee), as follows:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


ION
Acquisition Corp 3 Ltd.


89
Medinat Hayehudim Street


Herzliya
4676672, Israel


+972
(9) 970-3620


Attn:
Anthony Reich


Email:
Anthony@ion-am.com


 


in
each case, with copies to:


 


White
& Case LLP


1221
Avenue of the Americas


New
York, New York 10020


Attn:
Colin Diamond


Email:
cdiamond@whitecase.com


 





and


 


Morgan
Stanley & Co. LLC 1585


Broadway
New York,


New
York 10036


Attn:
Equity Syndicate Desk


 


with
a copy to the Legal Department





 


and


 


Goldman
Sachs & Co. LLC


200
West Street


New
York, New York 10282


Attn:
General Counsel


 


and


 


Skadden,
Arps, Slate,


Meagher
& Flom LLP


One
Manhattan West,


New
York, New York 10001-8602


Attn:
David J Goldschmidt & Yossi Vebman


Email:
david.goldschmidt@skadden.com


Email:
yossi.vebman@skadden.com


 






    6


     


    

  


(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.

 


(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 


(h)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)
Each of the Company and the Trustee hereby acknowledges and agrees that each Representative, on behalf of the Underwriters, is a third-party
beneficiary of this Agreement.


 


(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


[Signature page follows]


 






    7


     


    







IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 





	 	CONTINENTAL STOCK TRANSFER & TRUST
	 	COMPANY, as Trustee 
	 	 	 	 
	 	By:	 
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President
	 	 	 	 
	 	ION ACQUISITION CORP 3 LTD.
	 	 	 	 
	 	By:	 
	 	 	Name:	Anthony Reich
	 	 	Title: 	Chief Financial Officer








 


[Signature
Page to Investment Management Trust Agreement]


 






     


     


    







 


SCHEDULE
A


 


	Fee Item	 	Time and
    method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by
    wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at
    initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements
    to Company under Section 1	 	Billed to Company following disbursement made to Company
    under Section 1	 	$	250.00	 
	 	 		 	 	 	 
	Paying Agent services as required
    pursuant to Section 1(i) and 1(k)	 	Billed
                                 to Company upon delivery of service pursuant to Section 1(i) and 1(k)

	 	 	  Prevailing
                                            rates	 









 






     


     


    

 


EXHIBIT
A


[Letterhead
of Company]


[Insert
date]



 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New York, New York 10004


Attn:
Francis Wolf


 


		Re:	Trust
Account - Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez:








 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between ION Acquisition Corp 3 Ltd. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of __________, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such
shorter period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, the Company hereby authorizes you to commence to liquidate all of the assets of the
Trust


 


Account,
and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Operating Account will be immediately available for transfer to the account or accounts that
the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with
respect to the Deferred Discount)).


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or Chief Operating
Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held
and (b) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the
Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and the Company has
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


[Signature
page follows]


 






     


     


    




 





	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	ION Acquisition Corp 3 Ltd.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	 	 	 	 	 
	Agreed and acknowledged by:	 	 	 
	 	 	 	 
	Morgan Stanley & Co. LLC	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	Goldman Sachs & Co. LLC	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 



 






     


     


    

 


EXHIBIT
B


[Letterhead
of Company]


[Insert
date]



 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004





Attn:
Francis Wolf


 


		Re:	Trust
Account - Termination Letter






 


Dear Mr. Wolf and Ms. Gonzalez:








 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between ION Acquisition Corp 3 Ltd. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum
and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not
defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, the Company hereby authorizes you to liquidate all of the assets in the Trust Account
and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the
Public Shareholders. The Company has selected __________1 as the effective date for the purpose of determining when the Public
Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in
your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance
with the terms of the Trust Agreement and the Memorandum and Articles of Association of the Company. Upon the distribution of all the
funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 





	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	ION Acquisition Corp 3 Ltd.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	cc:
	Morgan
        Stanley & Co. LLC
	 	 	 
	 	Goldman
        Sachs & Co. LLC
	 	 	 


 










 









		1	24
                                            months from the closing of the Offering, or at a later date, if extended.



 






     


     


    

 


EXHIBIT
C


[Letterhead
of Company]


[Insert
date]



 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004





Attn:
Francis Wolf








 


		Re:	Trust
Account - Tax Payment Withdrawal Instruction



 


Dear Mr. Wolf:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between ION Acquisition Corp 3 Ltd. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of ________, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $___________ of the interest income earned on
the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 





	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	ION Acquisition Corp 3 Ltd.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name:
	 	 	 	 	Title:
	cc:
	Morgan
        Stanley & Co. LLC
	 	 	 
	 	Goldman
        Sachs & Co. LLC
	 	 	 





 






     


     


    




 


EXHIBIT
D


[Letterhead
of Company]


[Insert
date]





 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez



 


		Re:	Trust
Account - Shareholder Redemption Withdrawal Instruction



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between ION Acquisition Corp 3 Ltd. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of                           , 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of
the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries
for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the
Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and
articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection
with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares included in the Units sold in the
Offering if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
amended and restated memorandum and articles of association or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter.


 





	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	ION Acquisition Corp 3 Ltd.
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	Name: 	Anthony Reich
	 	 	 	 	Title: 	Chief Financial Officer
	cc:
	Morgan
        Stanley & Co. LLC
	 	 	 
	 	Goldman
        Sachs & Co. LLC