Certain Class B Ordinary Shares of ION Acquisition Corp 3 Ltd. are subject to a Lock-Up Agreement Ending on 28-OCT-2021. These Class B Ordinary Shares will be under lockup for 181 days starting from 30-APR-2021 to 28-OCT-2021.

Details:
The sponsor, officers and directors will agree that they will not offer, sell, contract to sell, pledge or grant any option to purchase or otherwise dispose of, directly or indirectly, without the prior written consent of Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC for a period of 180 days after the date of the prospectus, any units, warrants, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, Class A ordinary shares.

The initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (A) one year after the completion of initial business combination; or (B) subsequent to 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 initial business combination, or (y) the date following the completion of initial business combination on which the company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.