REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 10, 2021, is made and entered into by and among ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), ION Holdings 2, 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, 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 (“ION Crossover” and, together with Phoenix Investors, the “Forward Purchase Investors”), and each of the other undersigned part
22,000,000 Units ION Acquisition Corp 2 Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 10, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and ION Holdings 2, 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 • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 10, 2021, is by and between ION Acquisition Corp 2 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”).
ION Acquisition Corp 2 Ltd. Herzliya 4676672, IsraelLetter Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks
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 2 Ltd., a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and Morgan Stanley & 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 25,300,000 of the Company’s units (including up to 3,300,000 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-eighth 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 (a
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • ION Acquisition Corp 2 Ltd. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 10, 2021 by and between ION Acquisition Corp 2 Ltd., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
