Exhibit
10.10


 


Execution
Version


 


FORWARD
PURCHASE AGREEMENT


 


This
Forward Purchase Agreement (this “Agreement”) is entered into as of January 26, 2021, by and between ION Acquisition
Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and ION Crossover Partners LP, a Cayman Islands exempted
limited partnership (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 22,000,000 units (or 25,300,000
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 (such amounts which are subject to change prior to filing a final prospectus);


 


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 1,500,000 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 1,500,000 Forward Purchase Shares
                                         for a purchase price of $10.00 per share, or up to $15,000,000 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.



 






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		(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.



 


		(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)	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”).



 






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	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”),
                                         6,325,000 of which are issued and outstanding and held by ION Holdings 2, LP, ION Co-Investment
                                         LLC and their Permitted Transferees (as defined below), all of the 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”).



 


		(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:



 






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		(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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		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;



 






    9


     


    

 


		(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.



 






    10


     


    

 


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.



 


		(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.



 






    11


     


    

 


		(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]


 




    12


     


    

 


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


 


	  
	PURCHASER:
	 	 
	 	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
	 	 	 	 
	 	COMPANY:
	 	 	 	 
	 	ION
    ACQUISITION CORP 2 LTD.
	 	 	 	 
	 	By:	/s/
    Anthony Reich
	 	 	Name:	Anthony Reich
	 	 	Title:	Chief Financial Officer


 


 


[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 2 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 2 LTD.
	 	 	 	 
	By:	 	 	By:	 
	 	Name:         	       	 	 	Name:	Anthony Reich
	 	Title:	 	 	 	Title:	Chief Financial Officer


 


 


 Schedule
A-2