Exhibit
10.10


 


AMENDED
AND RESTATED FORWARD PURCHASE AGREEMENT


 


This
Amended and Restated Forward Purchase Agreement (this “Agreement”) is entered into as of April 19, 2021, by and between ION
Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and ION Asset Management Ltd., a Cayman Islands
exempted company, ION Crossover Partners LP, a Cayman Islands exempted limited partnership, and ION Tech Fund Ltd., an Israeli limited
liability company (collectively referred to herein as the “Purchaser”).


 


Preliminary
Statements


 


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 and the Purchases entered into that certain Forward Purchase Agreement, dated as of April 6, 2021 (such agreement, the “Original
Agreement”) pursuant to which immediately prior to the closing of the Company’s initial Business Combination (the “Business
Combination Closing”), the Company was to issue and sell to each Purchaser (as defined below), and the Purchaser was to purchase
from the Company, on a private placement basis, up to an aggregate of 7,500,000 Class A Shares (the “Forward Purchase Shares”)
on the terms and conditions set forth therein;


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the
“Registration Statement”) for its initial public offering (“IPO”) of 25,000,000 Class A ordinary shares of the
Company (or 28,750,000 shares if the underwriters’ over-allotment option is exercised in full) (the “Public Shares”)
at a price of $10.00 per Public Share, par value $0.0001 per share;


 


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


 


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; and


 


WHEREAS,
the Company and the Purchaser wish to and are willing to amend and restate the Original Agreement on the terms and conditions set forth
in this Agreement.


 


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
to amend and restate the Original Agreement as follows:


 


Agreement


 


	1.	Sale and Purchase.


 


	 	(a)	Forward
    Purchase Shares.


 


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


 






     


     


    

 


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


 


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



 

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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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



 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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	 	(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.



 





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


 


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


 


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


 


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


 


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


 


	4.	Registration Rights; Transfer


 


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



 






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


 


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


 


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


 


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


 


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



 






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	 	(b)	Trust
    Account.


 


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


 


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


 


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



 



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


 


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


 


	7.	Forward Closing Conditions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 






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


 


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


 


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


 


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


 


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


 


	 	(b)	automatically


 


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


 


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



 

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


 


	9.	General Provisions.


 


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



 






    8


     


    

 



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.


 


	 	(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.


 






    9


     


    

 


	 	(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. 

    

	 	 	 
	 	(r)	Amendment
    and Restatement. From and after the effectiveness of this Agreement, the rights and obligations of the parties under the Original
    Agreement shall be subsumed and governed by this Agreement and the obligations under the Original Agreement shall continue as obligations
    under this Agreement. Each reference to the “Forward Purchase Agreement” in any public filing with the SEC shall be construed
    to include a reference to this Agreement (as further amended, restated, supplemented or otherwise modified from time to time) and
    not to the Original Agreement.


 


[Signature
Page Follows]


 






    10


     


    

 




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


 


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


 


[Signature Page to Amended and Restated Forward Purchase Agreement]


 






     


     


    

 


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


 


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



 


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


 


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


 






     


     


    

 


SCHEDULE
A


 


SCHEDULE
OF TRANSFERS OF FORWARD PURCHASE SHARES


 


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


 


	Date
    of Transfer	 	Transferee	 	Number
    of Forward

    Purchase Shares

    Transferred	 	Purchaser
    Revised

    Forward Purchase 

    Shares Amount
	 	 	 	 	 	 	 



 






    Schedule A-1


     


    

 



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


 


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



 






    Schedule A-2


     


    

 



SCHEDULE
B


 


SCHEDULE
OF INITIAL ALLOCATIONS OF FORWARD PURCHASE SHARES


 


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


 


	Date
    of Allocation	 	Allocated
    Entity	 	Number
    of Forward 

    Purchase Shares

    Allocated	 	Purchaser
    Revised 

    Forward Purchase

    Shares Amount
	 	 	 	 	 	 	 


 


 


Schedule B-1