Exhibit 10.9


 


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 The Phoenix Insurance Company Ltd., a company incorporated in
Israel (“Phoenix”), The Phoenix Insurance Company Ltd. (Nostro), a company incorporated in Israel and an affiliate
of Phoenix, and The Phoenix Excellence Pension and Provident Fund Ltd., a company incorporated in Israel and an affiliate of Phoenix
(Phoenix and its affiliates collectively referred to herein as the “Purchaser”).


 


Recitals


 


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


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration
Statement”) for its initial public offering (“IPO”) of 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 3,500,000 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 3,500,000 Forward Purchase Shares for a purchase price of $10.00 per share, or up to $35,000,000
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.



 




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		(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.



 


		(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, 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
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 the Registration Statement (the “Registration Rights”).



 




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



 


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



 


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



 


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



 


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



 




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		(b)	Trust Account.



 


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



 


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



 


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



 




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		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;



 


		(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;



 




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		(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.



 




    11


     


    

 


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



 


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



 


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



 


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



 


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



 


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



 




    12


     


    

 


		(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]


 




    13


     


    

 


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


 


	 	PURCHASER:
	 	 
	 	THE PHOENIX INSURANCE COMPANY LTD.


 


	 	By: 	/s/ Haggai Schreiber	 	/s/ Gilad Shamir
	 	 	Name: Haggai Schreiber	 	Gilad Shamir
	 	 	Title: CIO	 	CIO, External Account
	 	 	Address for Notices: Derech Hashalom 53, Givatayim 53454, Israel	 	 
	 	 	E-mail: HaggaiS@fnx.co.il	 	GiladS3@fnx.co.il


 


	 	THE PHOENIX INSURANCE COMPANY LTD. (NOSTRO)


 


	 	By: 	/s/ Haggai Schreiber	 	/s/ Dan Kerner
	 	 	Name: Haggai Schreiber	 	Dan Kerner
	 	 	Title: CIO	 	Head of Nostro
	 	 	Address for Notices: Derech Hashalom 53, Givatayim 53454, Israel	 	 
	 	 	E-mail: HaggaiS@fnx.co.il	 	DanK2@fnx.co.il


 


	 	THE PHOENIX EXCELLENCE PENSION AND PROVIDENT FUND LTD. 


 


	 	By: 	/s/ Haggai Schreiber	 	/s/ Gilad Shamir
	 	 	Name: Haggai Schreiber	 	Gilad Shamir
	 	 	Title: CIO	 	CIO, External Account
	 	 	Address for Notices: Derech Hashalom 53, Givatayim 53454, Israel	 	 
	 	 	E-mail: HaggaiS@fnx.co.il	 	GiladS3@fnx.co.il


 


[Signature Page to Forward Purchase Agreement]


 




    14


     


    

 


	 	COMPANY:
	 	 
	 	ION ACQUISITION CORP 2 LTD.


 


	 	By:	/s/ Anthony Reich
	 	 	Name: Anthony Reich
	 	 	Title: Chief Financial Officer


 


[Signature Page to Forward Purchase Agreement]


 




    15


     


    

 


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


 




    16


     


    

 


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