Exhibit 10.1


 


______, 2021


 


ION Acquisition Corp 3 Ltd.

89 Medinat Hayehudim Street

Herzliya 4676672, Israel


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among ION Acquisition Corp 3 Ltd., a Cayman Islands exempted company (the “Company”), and Morgan
Stanley & Co. LLC and Goldman Sachs & Co. LLC, as the representatives (the “Representatives”) of the
several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering
(the “Public Offering”), of up to 28,750,000 of the Company’s Class A ordinary shares (including up to
3,750,000 shares that may be purchased to cover over-allotments, if any)(the “Shares”), par value $0.0001 per
share. The Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has
applied to have the Shares listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of ION Holdings 3, LP (the “Sponsor”), acting by its
sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel, and the undersigned individuals, each
of whom is a member of the Company’s board of directors and/or management team (each of the undersigned individuals, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any Ordinary Shares (as defined below) owned by it, him or her in
favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by it, him or her in connection with such shareholder
approval. If the Company seeks to consummate a proposed Business Combination by engaging in a tender offer, the Sponsor and each Insider
agrees that it, he or she will not sell or tender any Ordinary Shares owned by it, him or her in connection therewith.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 24
months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with the
Company’s amended and restated memorandum and articles of association (as it may be amended from time to time, the “Charter”),
the Sponsor and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Class A Ordinary
Shares sold in the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust
Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering
Shares, which redemption (the “Redemption”) will completely extinguish all Public Shareholders’ (as defined
below) rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board
of directors, liquidate and dissolve (the “Liquidation”), subject in each case to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The
Sponsor and each Insider agrees to not propose any amendment to the Charter (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares
if the Company does not complete a Business Combination within the required time period set forth in the Charter or (B) with respect to
any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company
provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering Shares.



 






     


     


    

 


		3.	The Sponsor and each Insider acknowledges that it, he or she 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 with respect to the Founder
Shares or the Private Placement Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any
Ordinary Shares held by it, him or her, if any, any redemption rights it, he or she may have in connection with (a) the consummation of
a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such
Business Combination, or (b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s
obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares
if the Company has not consummated a Business Combination within the time period set forth in the Charter or (B) with respect to any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity or in the context of a tender
offer made by the Company to purchase Offering Shares (although the Sponsor, the Insiders and their respective affiliates shall be entitled
to redemption and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business
Combination within the time period set forth in the Charter).



 


		4.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to sell,
hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease 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 Commission promulgated
thereunder, with respect to, any Ordinary Shares (including, but not limited to, Founder Shares), units, warrants or any securities convertible
into, or exercisable, or exchangeable for, Ordinary Shares owned by it, him or her, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of any Ordinary Shares (including, but not limited
to, Founder Shares), units, warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares owned by
it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly
announce any intention to effect any transaction specified in clause (i) or (ii). The provisions of this paragraph will not apply to any
transfer permitted under paragraph 7(c) hereof or if the release or waiver is effected solely to permit a transfer not for consideration
and the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration
that such terms remain in effect at the time of the transfer.



 


		5.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold
harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and
all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened)
to which the Company may become subject as a result of any claim by (i) any third party (other than the Company’s independent registered
public accounting firm) for services rendered or products sold to the Company or (ii) any prospective target business with which the Company
has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”);
provided, however, that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary
to ensure that such claims by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of
(i) $10.00 per Offering Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per Offering Share is then held in the Trust Account due to reductions in the value of the trust
assets, less taxes payable, (y) shall not apply to any claims by a third party (other than the Company’s independent registered
public accounting firm) or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether or
not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.



 






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		6.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Shares within
45 days from the date of the Prospectus (and as further described in the Prospectus), (x) the Sponsor agrees to forfeit, at no cost, a
number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the
number of Shares purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is
3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so
that the Founder Shares will represent an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public
Offering (not including the Private Placement Shares (as defined below)). The Initial Shareholders further agree that to the extent that
the size of the Public Offering is increased or decreased, the Company will effect a share repurchase or share capitalization, as applicable,
immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Initial Shareholders prior
to the Public Offering at 20.0% of its issued and outstanding Ordinary Shares upon the consummation of the Public Offering. In connection
with such increase or decrease in the size of the Public Offering, then (A) the references to 3,750,000 in the numerator and denominator
of the formula in the first sentence of this paragraph shall be changed to a number equal to 15% of the number of Offering Shares issued
in the Public Offering and (B) the references to 825,000 in the formula set forth in the first sentence of this paragraph shall be adjusted
to, respectively, such number of Founder Shares that the Sponsor would have to return to the Company in order for the Sponsor and its
permitted transferees to hold an aggregate of 20.0% of the Company’s issued and outstanding Ordinary Shares after the Public Offering
(not including Class A Ordinary Shares or Private Placement Shares).



 


		7.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and
9 as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the
event of such breach.



 


		8.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or any Class A Ordinary Shares issuable
upon conversion thereof), except to permitted transferees as described herein, until the earlier of (A) one year after the completion
of the Company’s initial Business Combination, and (B) subsequent to our initial Business Combination, (x) if the closing price
of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s
initial Business Combination, and (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction
that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities
or other property (the “Founder Shares Lock-up Period”).



 


 (b) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Shares, until 30 days after the completion of a Business Combination (the “Private Placement Shares Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).




 


 (c) Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the
Founder Shares and Private Placement Shares that are held by the Sponsor or any Insider or any of their permitted transferees (that have
complied with this paragraph 7(c)), are permitted (i) to the Company’s officers or directors, any affiliate or family member of
any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor,
or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of such individual’s immediate
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of
such individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or
transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial
Business Combination at prices no greater than the price at which the securities were originally purchased; (vi) in the event of
the Company’s liquidation prior to the completion of an initial Business Combination; (vii) by virtue of the laws of the Cayman
Islands or the Sponsor’s exempted limited partnership agreement upon termination and winding-up of the Sponsor; or (viii) in
the event of the Company’s liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property subsequent to the Company’s
completion of an initial Business Combination; provided, however, that in the case of clauses (i) through (v) or (vii), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein and the other
restrictions contained in this Agreement (including provisions relating to voting, the Trust Account, redemptions and liquidating distributions);
and, provided, further, that for the avoidance of doubt, no Private Placement Shares shall be entitled to participate in the Redemption
or liquidating distributions from the Trust Account.




 






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		9.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any
securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.
Each Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is
true and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor
and each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it,
he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently a defendant
in any such criminal proceeding.



 


		10.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer or director of the Company, nor any affiliate of the Sponsor
or any officer, or director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, non-cash
payments, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in
order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction that
it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion of the
initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor;
payment to the Sponsor for certain office space, utilities and administrative and support services as may be reasonably required by the
Company for a total of $10,000 per month; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating
and completing an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from
time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance transaction
costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business
Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so
long as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into private
placement shares of the post-business combination entity at a price of $10.00 per share at the option of the lender. Such shares would
be identical to the Private Placement Shares, including as to exercise price, exercisability and exercise period.



 


		11.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as applicable,
to serve as an officer and/or director on the board of directors of the Company and hereby consents to being named in the Prospectus as
an officer and/or director of the Company.



 


		12.	As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Ordinary
Shares” shall mean the Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share (the “Class
B Ordinary Shares”); (iii) “Founder Shares” shall mean the 7,187,500 Class B Ordinary Shares
issued and outstanding (up to 937,500 of which are subject to complete or partial forfeiture if the over-allotment option is not exercised
by the Underwriters); (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Shares” shall mean the 750,000 shares (or 825,000 shares if the over-allotment
option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,500,000 (or $8,250,000 if the
over-allotment option is exercised in full) or $10.00 per share, in a private placement that shall occur simultaneously with the consummation
of the Public Offering; (vi) “Public Shareholders” shall mean the holders of securities issued in the Public
Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the
Public Offering and the sale of the Private Placement Shares shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, 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 Exchange Act, and the rules and regulations
of the Commission promulgated thereunder with respect to, any security, (b) 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 security, whether any such transaction is to be settled
by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified
in clause (a) or (b).



 






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		13.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and
each director shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage
available for any of the Company’s directors or officers.



 


		14.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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. This Letter Agreement may not be changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.



 


		15.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall
not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor
and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		16.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees;
provided, however, that the Underwriters shall benefit from the provisions set forth in paragraphs 3 and 7, which such paragraphs
shall not be amended or modified without the written consent of the Representatives.



 


		17.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


		18.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		19.	This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall
be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue,
which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts
represent an inconvenient forum.



 


		20.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in
writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.



 


		21.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of the Company;
provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated and closed
by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 




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	 	Sincerely,
	 	 
	 	ION HOLDINGS 3, LP
	 	 
	 	By its General Partner ION ACQUISITION CORP GP LTD.
	 	 	 	 
	 	By:	 
	 	 	Name:  	Anthony Reich
	 	 	Title:	Authorized



 


	 	Signatory Name:
	 	 
	 	Jonathan Kolber Name:	 
	 	Gilad Shany Name: 	 
	 	Avrom Gilbert
	 	 
	 	Name: 	Anthony 
	 	Reich Name:  	Ofer 
	 	Katz Name: 	Tzipi 
	 	Ozer-Armon



 


	Acknowledged and Agreed:	 
	 	 
	ION ACQUISITION CORP 3 LTD.	 
	 	 
	By:	 	 
	 	Name: 	Anthony Reich	 
	 	Title: 	
    Chief Financial Officer
	 



 


[Signature Page to Letter Agreement]