REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 1, 2020, is made and entered into by and among ION Acquisition Corp 1 Ltd., a Cayman Islands exempted Company (the “Company”), ION Holdings 1, LP, a Cayman Islands exempted limited partnership (the “Sponsor”), acting by its sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel, ION Co-Investment LLC, a Delaware limited liability company (“Cowen Investments” and, together with the Sponsor, the “Founders”), 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, 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 “Phoenix Investors”), and ION Crossover Partners LP, a Cayman Islands exempted limited partnership
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Holdings 1, LP, a Cayman Islands exempted limited partnership, acting by its sole general partner, ION Acquisition Corp GP Ltd., a company incorporated in the State of Israel (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2020, is by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 1, 2020 by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of October 1, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company (the “Company”), and ION Co-Investment LLC, a Delaware limited liability company (the “Purchaser”).
22,500,000 Units ION Acquisition Corp 1 LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
October 1, 2020 ION Acquisition Corp 1 Ltd. Herzliya 4676672, IsraelLetter Agreement • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ION Acquisition Corp 1 Ltd., a Cayman Islands exempted company(the “Company”) and Cowen and Company, LLC, as the representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold
COWEN AND COMPANY, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022Cowen And • October 6th, 2020 • ION Acquisition Corp 1 Ltd. • Blank checks • New York
