F-4

As filed with the Securities and Exchange Commission on August 23, 2022.

Registration No. 333-       ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

SatixFy Communications Ltd.

(Exact Name of Registrant as Specified in Its Charter)

State of Israel	3663	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

SatixFy Communications Ltd.
12 Hamada St., Rehovot 670315
Israel
+(972) 8-939-3200

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

COGENCY GLOBAL INC.
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: (800) 221- 0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian Wolfe
Michael Kaplan
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Telephone: 212-450-4000 Richard J. Mann
Perry Wildes
Gross Law Firm
1 Azrieli Center, Round Tower
Tel Aviv 6701101 Israel Larry P. Medvinsky
David Slotkin
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019
(212) 468-8000 Clifford M. J. Felig
Jonathan M. Nathan
Meitar Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972) (3) 610-3100

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this proxy statement/prospectus is not complete and may be changed. SatixFy Communications Ltd. may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities, nor a solicitation of an offer to buy these securities, in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION DATED    , 2022

PROXY STATEMENT/PROSPECTUS

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING

OF

ENDURANCE ACQUISITION CORP.

PROSPECTUS FOR UP TO 24,200,000 ORDINARY SHARES,

17,630,000 WARRANTS,

AND 17,630,000 ORDINARY SHARES UNDERLYING WARRANTS

OF

SATIXFY COMMUNICATIONS LTD.

The board of directors of Endurance Acquisition Corp., a Cayman Islands exempted company (“Endurance”), has unanimously approved the business combination agreement (the “Business Combination Agreement”), dated as of March 8, 2022, by and among Endurance, SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company” or “SatixFy”) and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), as amended on June 13, 2022 and August 23, 2022. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Endurance, with Endurance surviving the merger (the “Business Combination”). As a result of the Business Combination, and upon consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”), Endurance will become a wholly owned subsidiary of SatixFy, with the shareholders and warrantholders of Endurance becoming shareholders and warrantholders of SatixFy.

Prior to the effective time of the Business Combination (the “Effective Time”), SatixFy intends to (a) have each of its preferred shares issued and outstanding at the end of the date immediately prior to the date (the “Closing Date”) of the closing of the Business Combination (the “Closing”) converted into and become one SatixFy ordinary share effective as of the end of such date (the “SatixFy Ordinary Shares”), and (b) effect a recapitalization, by a stock split, stock issuance or share consolidation of each SatixFy Ordinary Share issued and outstanding, that will result in the implied value of the outstanding SatixFy Ordinary Shares as of the Effective Time (including the aggregate number of SatixFy Ordinary Shares subject to vested SatixFy Options and SatixFy warrants (each outstanding prior to the Effective Time), but excluding any SatixFy Ordinary Shares or other capital stock of SatixFy issued or issuable to the PIPE Investors (as defined below) or in connection with the Debt Financing (as defined below), the Backstop Facility (as defined below, and if entered into prior to the Effective Time), the Equity Line of Credit (as defined below) or any Permitted Interim Financing (as defined below, and if entered into prior to the Effective Time), a $10.00 value per SatixFy Ordinary Share based on a pre-deal equity value of $365 million) (the “Pre-Closing Recapitalization”).

Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy Option outstanding and unexercised immediately prior to the Effective Time, will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such option by the Exchange Ratio (as defined herein) and the per share exercise price will be determined by dividing the exercise price of such option immediately prior to the Effective Time by the Exchange Ratio. In addition, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, substantially all of the SatixFy warrants will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such warrant by the Exchange Ratio and the per share exercise price will be determined by dividing the per share exercise price of such warrant immediately prior to the Effective Time by the Exchange Ratio. Each of the SatixFy warrants issued and outstanding, except for certain warrants held by a warrantholder that elected to have its warrants exercised for cash, will be exercised on a cashless basis assuming a then price per share equal to $10.00, and no SatixFy warrants shall survive after the Effective Time and any remaining warrants will be settled for cash.

Pursuant to the Business Combination Agreement and assuming the Pre-Closing Recapitalization has occurred, at the Effective Time, (i) each outstanding Endurance ordinary share (the “Endurance ordinary shares”), par value $0.0001 per share (excluding treasury shares, redeeming Endurance Public Shares (as defined herein) and Dissenting Endurance Shares (as defined herein)), will be exchanged for one SatixFy Ordinary Share and (ii) each outstanding Endurance warrant (the “Endurance warrants”) will be assumed by SatixFy and will become a warrant exercisable for one SatixFy

Ordinary Share (the “SatixFy Warrants”) (subject the terms and conditions of the SatixFy Warrant Assumption Agreement (as defined below)). Upon consummation of the Business Combination, assuming none of the holders of Endurance Class A ordinary shares (the “Endurance Public Shareholders”) issued in Endurance’s initial public offering (the “Endurance IPO”) demand redemption pursuant to Endurance’s amended and restated memorandum and articles of association (the “Endurance Articles”) and that there are no Dissenting Endurance Shareholders (as defined below) and excluding the potential dilutive impact of any Permitted Interim Financing (as defined below), the shareholders of SatixFy (including certain members of SatixFy’s management) are expected to own approximately 68.7% of the SatixFy Ordinary Shares, Endurance Antarctica Partners, LLC (the “Sponsor”), together with affiliates of the Sponsor that will receive PIPE Units (as defined below), is expected to own approximately 4.8% of the SatixFy Ordinary Shares and the Endurance Public Shareholders (together with holders of Founder Shares other than the Sponsor) and the PIPE Investors (as defined below, but excluding affiliates of the Sponsor) are expected to own approximately 24.1% and 2.1% of the outstanding SatixFy Ordinary Shares, respectively. The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the Closing and may be exercised thereafter or any transactions that may be entered into after the date hereof.

Concurrently with the execution of the Business Combination Agreement, Endurance and SatixFy entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and SatixFy agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the Business Combination, an aggregate of 2,910,000 SatixFy units (the “PIPE Units”) consisting of (i) one SatixFy Ordinary Share (the “PIPE Shares”) and (ii) one-half of one redeemable warrant exercisable for one SatixFy Ordinary Share at a price of $11.50 per share (the “PIPE Warrants”) for a purchase price of $10.00 per unit, for gross proceeds of $29,100,000, on the terms and subject to the conditions set forth in the applicable Subscription Agreements. Affiliates of the Sponsor agreed to purchase $10,000,000 of PIPE Units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors. The SatixFy Ordinary Shares and the PIPE Warrants which comprise the PIPE Units are not attached and will trade separately without any instruction or detachment obligations on the part of SatixFy, the PIPE Investors or the warrant agent for the PIPE Warrants.

Prior to the execution of the Business Combination Agreement, SatixFy entered into a credit facility pursuant to which SatixFy borrowed $55,000,000 (the “Debt Financing”). Further, concurrently with the execution of the Business Combination Agreement, SatixFy entered into an equity line of credit purchase agreement and related registration rights agreement with CF Principal Investments LLC, a Delaware limited liability company and an affiliate of Cantor Fitzgerald & Co. (“CF Principal Investments”), pursuant to which SatixFy may issue up to $75,000,000 of SatixFy Ordinary Shares following the closing of the Business Combination (the “Equity Line of Credit”).

Immediately following the Effective Time, SatixFy will issue a total of 27,500,000 price adjustment shares (the “Price Adjustment Shares”) with SatixFy’s founders receiving 27,000,000 Price Adjustment Shares and the Sponsor receiving 500,000 Price Adjustment Shares. See “Security Ownership of Certain Beneficial Owners and Management of Endurance, SatixFy and the Combined Company” for more information. The Price Adjustment Shares vest at three price adjustment achievement dates: (i) one-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the volume weighted average price (“VWAP”) of SatixFy Ordinary Shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days, (ii) one-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days and one-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days.

The Sponsor has entered into a letter agreement with the Company and Endurance (as amended, the “Sponsor Letter Agreement”), pursuant to which it has agreed to, among other things, vote all of the Founder Shares and any other equity securities of Endurance beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination at the extraordinary general meeting to approve the Business Combination, and to appear at such meeting for the purpose of establishing a quorum. The Sponsor agreed not to redeem any Endurance ordinary shares in connection with any shareholder approval of the Business Combination and to waive anti-dilution protections. Additionally, certain shareholders of SatixFy representing the requisite percentage for approval by SatixFy entered into transaction support agreements (the “SatixFy Transaction Support Agreements”) with Endurance and SatixFy, pursuant to which, among other things, they agreed to vote (or cause to be voted, as applicable) the covered shares in favor of all of the matters, actions and proposals necessary to consummate the Transactions contemplated by the Business Combination Agreement.

This proxy statement/prospectus covers the SatixFy Ordinary Shares and SatixFy Warrants issuable to the shareholders and warrantholders of Endurance as described above. Accordingly, we are registering up to an aggregate of 24,200,000 SatixFy

Ordinary Shares, 17,630,000 SatixFy Warrants, and 17,630,000 SatixFy Ordinary Shares issuable upon the exercise of the SatixFy Warrants. We are not registering the SatixFy Ordinary Shares currently owned by the existing SatixFy shareholders, the PIPE Shares and PIPE Warrants (including any SatixFy Ordinary Shares underlying such PIPE Warrants) issuable to the PIPE Investors, the Price Adjustment Shares or any SatixFy Ordinary Shares issuable under the Equity Line of Credit.

Proposals to approve the Business Combination Agreement, the Merger Proposal and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of Endurance shareholders scheduled to be held on      , 2022 in virtual format.

Although SatixFy is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the consummation of the Business Combination, SatixFy will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). SatixFy intends to apply for listing of the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE American LLC (the “NYSE”) under the symbols “SATX” and “SATXW,” respectively, to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Transactions that the SatixFy Ordinary Shares are approved for listing on the NYSE (subject only to official notice of issuance thereof and round lot holder requirements) or another national securities exchange. While trading on the NYSE is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that SatixFy’s securities will be listed on the NYSE or another national securities exchange or that a viable and active trading market will develop.

SatixFy will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

SatixFy will also be a “foreign private issuer” as defined under the U.S. federal securities laws and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, SatixFy’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, SatixFy will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.

The accompanying proxy statement/prospectus provides Endurance shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Endurance. We encourage you to read the entire accompanying proxy statement/prospectus, including the annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 53 of the accompanying proxy statement/prospectus.

None of the Securities and Exchange Commission, the Israel Securities Authority or any state securities commission has approved or disapproved of the securities to be issued in connection with the Business Combination, or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated           , 2022, and is first being mailed to Endurance shareholders on or about           , 2022.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS OF ENDURANCE ACQUISITION CORP.
TO BE HELD ON           , 2022

TO THE SHAREHOLDERS OF ENDURANCE ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Endurance Acquisition Corp., a Cayman Islands exempted company (“Endurance”), will be held at      a.m. Eastern Time, on      , 2022 and on such other date and at such other place to which the meeting may be adjourned. The extraordinary general meeting will be a virtual meeting conducted via live audio webcast at https://      . For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of Endurance (the “Endurance Articles”), the physical location of the meeting shall be at the offices of Morrison & Foerster LLP at 250 West 55th Street, New York, New York 10019. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://       and using a control number assigned by Continental Stock Transfer & Trust Company, the transfer agent to Endurance. To register and receive access to the virtual meeting, registered shareholders and beneficial holders of shares (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the attached proxy statement/​prospectus of which this notice forms a part. The extraordinary general meeting will be held in order to consider and vote on the following proposals:

1.

Proposal No. 1 — The Business Combination Proposal — An ordinary resolution to ratify, approve and adopt the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or restated from time to time, the “Business Combination Agreement” and to which the form of Plan of Merger required by the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) is appended), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein (the “Transactions”), including the business combination (the “Business Combination”) whereby SatixFy MS, a Cayman Islands exempted company (“Merger Sub”) and a direct, wholly owned subsidiary of SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“SatixFy”), will merge with and into Endurance with Endurance surviving the merger as a wholly owned subsidiary of SatixFy (the “Business Combination Proposal”); and

2.

Proposal No. 2 — The Merger Proposal — A special resolution to authorize and approve the Plan of Merger and the merger of Merger Sub with and into Endurance, with Endurance surviving the merger as a wholly-owned subsidiary of SatixFy, and the issuance of SatixFy Ordinary Shares to Endurance shareholders as merger consideration (the “Merger Proposal”); and

3.

Proposal No. 3 — The Adjournment Proposal — An ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Business Combination Proposal or Merger Proposal or in order to seek withdrawals if Endurance Public Shareholders have elected to redeem an amount of Class A ordinary shares, par value $0.0001 per share, of Endurance (“Endurance Class A ordinary shares”) such that Endurance reasonably expects the minimum available cash condition contained in the Business Combination Agreement would not be satisfied (the “Adjournment Proposal”).

We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The full text of the resolutions to be voted on at the extraordinary general meeting is as follows:

Resolution No. 1 — The Business Combination Proposal

“RESOLVED, as an ordinary resolution, that Endurance Acquisition Corp.’s (“Endurance”) entry into the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Endurance, SatixFy MS (“Merger Sub”), and SatixFy Communications Ltd. (“SatixFy”), pursuant to which, among other things,

Merger Sub will merge with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy in accordance with the terms and subject to the conditions of the Business Combination Agreement, and the transactions contemplated by the Business Combination Agreement each be and are hereby authorized, approved, ratified and confirmed in all respects.”

Resolution No. 2 — The Merger Proposal

“RESOLVED, as a special resolution, that:

(1)

the Plan of Merger, by and among Endurance Acquisition Corp. (“Endurance”), SatixFy MS (“Merger Sub”), and SatixFy Communications Ltd. (“SatixFy”), substantially in the form appended to the Business Combination Agreement, dated as of March 8, 2022, by and among Endurance, Merger Sub and SatixFy, (the “Plan of Merger”) be and is hereby authorized and approved in all respects;

(2)

Endurance be authorized to merge with Merger Sub (the “Business Combination”) so that Endurance be the surviving company (surviving the Business Combination as a wholly owned subsidiary of SatixFy, in accordance with the terms and subject to the conditions of the Business Combination Agreement and Plan of Merger) and all the undertaking, property and liabilities of Merger Sub shall vest in Endurance by virtue of the merger pursuant to the provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”);

(3)

Endurance be authorized to enter into the Plan of Merger;

(4)

there being no holders of any outstanding security interest granted by Endurance immediately prior to the Effective Time (as defined in the Plan of Merger), the Plan of Merger be executed by any one director on behalf of Endurance and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

(5)

as at the Effective Time, the Memorandum and Articles of Association of Endurance will be in the form attached to the Plan of Merger; and

(6)

all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these Resolutions by any director or officer of Endurance in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”

Resolution No. 3 — The Adjournment Proposal

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting or to seek withdrawals if Endurance’s public shareholders have elected to redeem an amount of Class A ordinary shares, par value $0.0001 per share, such that Endurance reasonably expects the minimum available cash condition contained in the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or restated from time to time), by and among Endurance Acquisition Corp. (“Endurance”) , SatixFy MS, and SatixFy Communications Ltd. would not be satisfied, be and is hereby approved.”

The Sponsor has entered into the Sponsor Letter Agreement, pursuant to which it has agreed to, among other things, vote all of the Founder Shares and any other equity securities of Endurance beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination at the extraordinary general meeting to approve the Business Combination, and to appear at such meeting for the purpose of establishing a quorum. Additionally, the Sponsor agreed not to redeem any Endurance ordinary shares in connection with any shareholder approval of the Business Combination and to waive anti-dilution protections.

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

The items of business listed above are more fully described elsewhere in the attached proxy statement/​prospectus, of which this notice forms a part. Whether or not you intend to attend the extraordinary general meeting, we urge you to read the attached proxy statement/prospectus in its entirety, including the annexes and accompanying financial statements, before voting. IN PARTICULAR, WE URGE YOU TO CAREFULLY READ THE SECTION IN THE PROXY STATEMENT/PROSPECTUS ENTITLED “RISK FACTORS.”

Only holders of record of Endurance ordinary shares, par value $0.0001 per share, at the close of business on      , 2022 (the “record date”) are entitled to notice of the extraordinary general meeting and to vote and have their votes counted at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting.

After careful consideration, Endurance’s board of directors has determined that each of the proposals listed is in the best interests of Endurance and unanimously recommends that you vote or give instruction to vote “FOR” each of the proposals set forth above. When you consider the recommendations of Endurance’s board of directors, you should keep in mind that Endurance’s directors and officers may have interests in the Business Combination that conflict with, or are different from, your interests as a shareholder of Endurance. See the section entitled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

All Endurance shareholders at the close of business on the record date are cordially invited to attend the extraordinary general meeting, which will be held virtually over the Internet via live audio webcast by visiting https://​           and using a control number assigned by Continental Stock Transfer & Trust Company, the transfer agent to Endurance. To ensure your representation at the extraordinary general meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided and, in any event so as to be received by Endurance no later than at                 a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you are a holder of record of Endurance ordinary shares at the close of business on the record date, you may also cast your vote at the extraordinary general meeting. If you hold your Endurance ordinary shares in “street name”, which means your shares are held in an account at a brokerage firm or bank, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend and vote at the extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker or bank for instructions regarding obtaining a legal proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting virtually. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting.

A complete list of Endurance shareholders of record entitled to vote at the extraordinary general meeting will be available for ten days before the extraordinary general meeting at the principal executive offices of Endurance for inspection by shareholders during business hours for any purpose germane to the extraordinary general meeting.

Voting on all resolutions at the extraordinary general meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of Endurance ordinary shares registered in each shareholder’s name which are voted, with each Endurance ordinary share carrying one vote.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the extraordinary general meeting, please complete, sign, date and return the enclosed proxy card as soon as possible in the pre-addressed postage paid envelope provided. Submitting a proxy now will NOT prevent you from being able to attend and vote in person at the extraordinary general meeting. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly voted and counted.

If you have any questions or need assistance voting your Endurance ordinary shares, please contact           . Questions can also be sent by email to           . This notice of extraordinary general meeting is and the proxy statement/prospectus relating to the Business Combination will be available at https://           .

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors
Chandra R. Patel
Chairman of the Board

           , 2022

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS PRESENTED AT THE EXTRAORDINARY GENERAL MEETING.

ALL HOLDERS OF Endurance CLASS A ORDINARY SHARES ISSUED IN THE Endurance IPO (THE “Endurance PUBLIC SHARES”) HAVE THE RIGHT TO HAVE THEIR Endurance PUBLIC SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. Endurance PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL, TO VOTE ON THE BUSINESS COMBINATION PROPOSAL AT ALL, OR TO BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR Endurance PUBLIC SHARES REDEEMED FOR CASH.

THIS MEANS THAT ANY Endurance PUBLIC SHAREHOLDER HOLDING Endurance PUBLIC SHARES MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.

TO EXERCISE REDEMPTION RIGHTS, Endurance PUBLIC SHAREHOLDERS MUST DEMAND THAT Endurance REDEEM THEIR Endurance PUBLIC SHARES AND TENDER THEIR Endurance PUBLIC SHARES TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Endurance’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING.

Endurance PUBLIC SHAREHOLDERS MAY TENDER THEIR Endurance PUBLIC SHARES BY EITHER DELIVERING THEIR SHARE CERTIFICATES (IF ANY) TO THE TRANSFER AGENT OR BY DELIVERING THEIR Endurance PUBLIC SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE Endurance PUBLIC SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF Endurance SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

The attached proxy statement/prospectus is dated      , 2022 and is first being mailed to Endurance shareholders on or about      , 2022.

TABLE OF CONTENTS

​	Page
About This Proxy Statement/Prospectus	​	1
Industry and Market Data	​	1
Trademarks, Trade Names and Service Marks	​	1
Selected Definitions	​	2
Questions and Answers About the Business Combination and the Extraordinary General Meeting	​	8
Summary	​	31
Risk Factors	​	53
Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data	​	112
Special Meeting of Endurance Shareholders	​	115
Proposal One – The Business Combination Proposal	​	126
Proposal Three – The Adjournment Proposal	​	161
The Business Combination Agreement	​	162
Agreements Entered into in Connection with the Business Combination Agreement	​	179
Information About the Companies	​	185
Endurance’s Business	​	203
SatixFy’s Business	​	212
Endurance’s Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	233
SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	242
Unaudited Pro Forma Condensed Combined Financial Information	​	186
Management Following the Business Combination	​	261
Certain Relationships and Related Person Transactions	​	281
U.S. Federal Income Tax Considerations	​	285
Certain Material Israeli Tax Considerations	​	296
Description of SatixFy Ordinary Shares	​	303
Description of SatixFy Warrants	​	312
SatixFy Ordinary Shares Eligible for Future Sale	​	319
Comparison of Rights of SatixFy Shareholders and Endurance Shareholders	​	322
Security Ownership of Certain Beneficial Owners and Management of Endurance, SatixFy and the Combined Company	​	332
Future Shareholder Proposals and Nominations	​	336
Appraisal Rights	​	337
Shareholder Communications	​	338
Legal Matters	​	338
Experts	​	338
Delivery of Documents to Shareholders	​	338
Enforceability of Civil Liability	​	338
Transfer Agent and Registrar	​	339
Where You Can Find More Information	​	339
Index to Financial Statements	​	F-1
ANNEXES	​
Annex A: Business Combination Agreement (with Amendment No. 1 and Amendment No. 2)	​	A-1
Annex B: Second Amended and Restated Articles of Association of SatixFy	​	B-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms a part of a registration statement on Form F-4 filed with the Securities and Exchange Commission (the “SEC”), by SatixFy, constitutes a prospectus of SatixFy under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the SatixFy Ordinary Shares to be issued to Endurance shareholders in connection with the Business Combination, as well as the SatixFy Warrants to acquire SatixFy Ordinary Shares to be issued to Endurance warrant holders and the SatixFy Ordinary Shares underlying such warrants.

This proxy statement/prospectus also constitutes a proxy statement of Endurance under Section 14(a) of the Securities Exchange Act, and the rules promulgated thereunder, and a notice of meeting with respect to the extraordinary general meeting of Endurance shareholders to consider and vote upon the proposals to adopt the Business Combination Proposal (as described herein), to adopt the Merger Proposal (as described herein) and, if necessary, to adopt the Adjournment Proposal (as described herein).

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/​prospectus to the terms “SatixFy,” the “Company,” “we,” “us” and “our” refer to SatixFy Communications Ltd., together with its subsidiaries. All references in this proxy statement/prospectus to “Endurance” refer to Endurance Acquisition Corp.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this proxy statement/prospectus concerning SatixFy’s industry and the regions in which it operates, including SatixFy’s general expectations and market position, market opportunity, market share and other management estimates, is based on information obtained from various independent publicly available sources and other industry publications, surveys and forecasts. SatixFy has not independently verified the accuracy or completeness of any third-party information. Similarly, internal surveys, industry forecasts and market research, which SatixFy believes to be reliable based upon its management’s knowledge of the industry, have not been independently verified. While SatixFy believes that the market data, industry forecasts and similar information included in this proxy statement/​prospectus are generally reliable, such information is inherently imprecise. In addition, assumptions and estimates of SatixFy’s future performance and growth objectives and the future performance of its industry and the markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data” and “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this proxy statement/​prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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SELECTED DEFINITIONS

“A&R Articles of
Association”

means the second amended and restated articles of association of SatixFy, attached to this registration statement as Annex B.

“A&R Registration Rights Agreement”

means the amended and restated registration rights agreement, dated as of March 8, 2022 by and among Endurance, the Sponsor and Cantor.

“A&R Shareholders’
Agreement”

means the amended and restated shareholders’ agreement, dated as of March 8, 2022, by and among SatixFy, the Sponsor and certain shareholders of SatixFy.

“Aggregate Transaction Proceeds”

means, for purposes of the Sponsor Letter Agreement, an amount equal to (a) the aggregate cash proceeds to be released to Endurance from the Trust Account in connection with the Transactions (after, for the avoidance of doubt, giving effect to the exercise of Endurance Shareholder Redemption Rights but before release of any other funds), minus (b) Endurance’s expenses related to the Business Combination and the Transactions, minus (c) the Company’s expenses related to the Business Combination and the Transactions, plus (d) the aggregate proceeds from the Debt Financing less cash expenses incurred by the Company and its Subsidiaries in connection with the Debt Financing, plus (e) the aggregate proceeds received by the Company pursuant to any Permitted Interim Financing from any investor with whom Sponsor or such affiliate has a material relationship and that is first identified to the Company by Sponsor or its affiliates less cash expenses incurred by the Company and its Subsidiaries in connection with such Interim Financing, plus (f) the aggregate proceeds received by the Company in connection with the Closing from the PIPE Financing, plus (g) the aggregate proceeds received by or available to the Company under the Backstop Facility, if the Backstop Facility has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith, plus (h) $37,500,000 attributable to securities that can be sold pursuant to the Equity Line of Credit, if the Equity Line of Credit has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith.

“Aggregate Vested Company Option Exercise Price”

means the aggregate amount of the exercise price that would be paid to SatixFy in respect of all vested options to purchase SatixFy Ordinary Shares if all vested options to purchase SatixFy Ordinary Shares were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept).

“Aggregate Warrant Exercise Price”

means the aggregate amount of the exercise price that would be paid to SatixFy in respect of all exercisable warrants to purchase SatixFy Ordinary Shares prior to the Business Combination if all exercisable warrants to purchase SatixFy Ordinary Shares were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept).

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“Ancillary Documents”

means the Sponsor Letter Agreement, the Subscription Agreements, the Support Agreements, the A&R Shareholders’ Agreement, the A&R Registration Rights Agreement, and each other agreement, document, instrument and/or certificate contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

“Backstop Facility”

means, as provided in the Business Combination Agreement, a revolving credit agreement between SatixFy and the institutional lender and its affiliates that are lenders under the Debt Financing that SatixFy and Endurance shall use commercially reasonable efforts to enter into and pursuant to which SatixFy may borrow from time to time up to $25,000,000.

“Business Combination”

means the merger contemplated by the Business Combination Agreement, whereby Merger Sub will merge with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy, and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement”

means the Business Combination Agreement, dated as of March 8, 2022 (as may be amended, supplemented, or otherwise modified from time to time), by and among SatixFy, Endurance and Merger Sub, as amended on June 13, 2022 and August 23, 2022.

“Cantor”

means Cantor Fitzgerald & Co.

“Cayman Companies Law”

means the Cayman Islands’ Companies Act (As Revised), as amended from time to time.

“CF Purchase Agreement”

means that certain equity line of credit purchase agreement, dated as of March 8, 2022, by and between SatixFy and CF Principal Investments LLC, an affiliate of Cantor.

“CF Registration Rights Agreement”

means that certain registration rights agreement, dated as of March 8, 2022, by and between SatixFy and CF Principal Investments LLC, an affiliate of Cantor.

“Closing”

means the closing of the Business Combination.

“Closing Date”

means the date of the Closing.

“Continental”

means Continental Stock Transfer & Trust Company, the transfer agent for Endurance, the warrant agent for the Endurance warrants and the warrant agent for the SatixFy Warrants.

“Debt Financing”

means a credit facility, by and among SatixFy and an institutional lender and its affiliates, pursuant to the 2022 Credit Agreement, under which SatixFy borrowed $55,000,000 in February 2022.

“DGCL”

means the Delaware General Corporation Law, as amended.

“Dissent Rights”

means the right of each holder of record of Endurance ordinary shares to dissent in respect of the Business Combination pursuant to Section 238 of the Cayman Companies Law.

“Dissenting Endurance Shareholders”

means holders of Dissenting Endurance Shares.

“Dissenting Endurance Shares”

means Endurance ordinary shares that are (i) issued and outstanding immediately prior to the Effective Time and (ii) held by Endurance

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shareholders who have validly exercised their Dissent Rights (and have not waived, withdrawn, lost or failed to perfect such rights).

“Endurance”

means Endurance Acquisition Corp., a Cayman Islands exempted company.

“Endurance Articles”

means Endurance’s amended and restated memorandum and articles of association adopted by special resolution dated September 14, 2021.

“Endurance Class A ordinary shares”

means Class A ordinary shares, par value $0.0001 per share, of Endurance.

“Endurance Class B ordinary shares”

means the Class B ordinary shares, par value $0.0001 per share, of Endurance.

“Endurance IPO”

means the initial public offering of Endurance, which was consummated on September 17, 2021.

“Endurance ordinary shares”

means the Endurance Class A ordinary shares and the Endurance Class B ordinary shares.

“Endurance Units”

means the 20,000,000 units sold as part of the Endurance IPO, each consisting of one (1) Endurance Class A ordinary share and one-half (1∕2) of one (1) Endurance Public Warrant.

“Endurance Public
Shareholders”

means all holders of Endurance Public Shares.

“Endurance Public Shares”

means the Endurance Class A ordinary shares issued as part of the Endurance Units in the Endurance IPO.

“Endurance Private Warrants”

means the 7,630,000 private warrants of Endurance, each entitling the holder thereof to purchase one (1) Endurance Class A ordinary share at a price of $11.50 per share, subject to adjustment, in accordance with terms with respect to the private warrants of Endurance, sold to the Sponsor and Cantor in a private placement in connection with the Endurance IPO.

“Endurance Public Warrants”

means each one (1) warrant of Endurance entitling the holder thereof to purchase one (1) Endurance Class A ordinary share at a price of $11.50 per share, subject to adjustment, in accordance with the terms with respect to the public warrants of Endurance issued as part of the Endurance Units in the Endurance IPO.

“Endurance warrants”

means the Endurance Private Warrants and Endurance Public Warrants, collectively.

“Effective Time”

means the effective time of the Business Combination.

“Equity Line of Credit”

means the CF Purchase Agreement and the CF Registration Rights Agreement, pursuant to which SatixFy may issue up to $75,000,000 of SatixFy Ordinary Shares following the closing of the Business Combination.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio”

means (a) (i) $365,000,000.00, plus (ii) the Aggregate Vested Company Option Exercise Price, plus (iii) the Aggregate Warrant Exercise Price, divided by (b) $10.00, which number shall be calculated and determined by the Company in accordance with the terms of the Business Combination Agreement.

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“Existing Endurance Warrant Agreement”

means that certain warrant agreement, dated as of September 14, 2021, between Endurance and Continental, as warrant agent.

“Founder Shares”

means the Endurance Class B ordinary shares which were originally acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Endurance IPO.

“Fully Diluted Company Capitalization”

means, without duplication, the sum of (a) the aggregate number of SatixFy Ordinary Shares outstanding as of immediately prior to the consummation of the Pre-Closing Recapitalization (and after, for the avoidance of doubt, giving effect to the Company Preferred Share Conversion, but excluding any SatixFy Ordinary Shares held by SatixFy in treasury), (b) the aggregate number of SatixFy Ordinary Shares subject to vested SatixFy Options as of immediately prior to the consummation of the Pre-Closing Recapitalization, and (c) the aggregate number of SatixFy Ordinary Shares issuable upon exercise of the SatixFy warrants as of immediately prior to the consummation of the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any SatixFy warrant that has been exercised prior to such time in accordance with its terms either for SatixFy Ordinary Shares or a cash payment in accordance with the terms thereof). For the avoidance of doubt, the Fully Diluted Company Capitalization shall not include any SatixFy Ordinary Shares or other capital stock of SatixFy issued or issuable in connection with the PIPE Financing, the Debt Financing, the Backstop Facility, the Equity Line of Credit or any Permitted Interim Financing.

“IFRS”

means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Israeli Companies Law”

means the Israeli Companies Law, 5759-1999, as amended.

“Merger Sub”

means SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy.

“PCAOB”

means the Public Company Accounting Oversight Board.

“Permitted Interim
Financing”

means any interim financing by SatixFy, pursuant to equity or equity-linked sale of securities of SatixFy, taking place between the signing of the Business Combination Agreement and the closing of the Business Combination, at a discount of up to 20% of the Company Share Value (as defined in the Business Combination Agreement).

“PIPE Financing”

means the issuance and sale of the number of PIPE Units set forth in the applicable Subscription Agreements to the PIPE Investors in private placements.

“PIPE Financing Amount”

means the aggregate purchase price under all Subscription Agreements.

“PIPE Investors”

means certain accredited investors that entered into the Subscription Agreements providing for the purchase of PIPE Units at a price per unit of $10.00.

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“PIPE Shares”

means the SatixFy Ordinary Shares to be purchased by the PIPE Investors pursuant to the Subscription Agreements as part of the PIPE Units.

“PIPE Units”

means each unit, consisting of one (1) PIPE Share and one-half (1∕2) of one (1) PIPE Warrant, to be purchased by the PIPE Investors pursuant to the Subscription Agreements for a purchase price of $10.00 per unit.

“PIPE Warrant”

means each warrant of SatixFy entitling the holder thereof to purchase one (1) SatixFy Ordinary Share at a price of $11.50 per share, subject to adjustment and on the terms and subject to the limitations described in the PIPE Warrant Agreement, to be purchased by the PIPE Investors as part of the PIPE Units to be issued pursuant to the Subscription Agreements.

“PIPE Warrant Agreement”

means the warrant agreement, dated the Closing Date, between SatixFy and Continental, as warrant agent, in connection with the PIPE Financing.

“Pre-Closing
Recapitalization”

means the conversion, by stock split, stock issuance or share consolidation, of each SatixFy Ordinary Share issued and outstanding immediately following the Preferred Shared Conversion, but prior to the Effective Time, into a number of SatixFy Ordinary Shares determined by multiplying each such SatixFy Ordinary Share by the Exchange Ratio as described in the Business Combination Agreement.

“Preferred Share Conversion”

means the conversion of each SatixFy Preferred Share issued and outstanding at the end of the date immediately prior to the Closing Date into one (1) SatixFy Ordinary Share, effective as of the end of such date immediately prior to the Closing Date, as described in the Business Combination Agreement.

“SatixFy”

means SatixFy Communications Ltd. and its consolidated subsidiaries, unless the context requires otherwise.

“SatixFy Existing Warrant Exercise”

means the net-share exercise on a cashless basis (as contemplated by the Business Combination Agreement) of each warrant of SatixFy issued and outstanding prior to the Effective Time (excluding, for the avoidance of doubt, any warrant of SatixFy that has been exercised prior to such time in accordance with its terms either for ordinary shares or a cash payment in accordance with the terms thereof) into SatixFy Ordinary Shares in accordance with the terms of the agreements governing the warrants of SatixFy, pursuant to which SatixFy shall withhold a number of SatixFy Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such warrants of SatixFy assuming a then price per share equal to $10.00, as contemplated by the Business Combination Agreement.

“SatixFy Options”

means, as of the relevant date, each SatixFy option award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of SatixFy or its subsidiaries of rights of any kind to purchase any equity security of SatixFy or its subsidiaries under the 2020 Share Award Plan.

“SatixFy Ordinary Shares”

means each ordinary share of SatixFy, no par value per share.

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“SatixFy Preferred Shares”

means, collectively, Series A Preferred Shares, Series B Preferred Shares and Series C Preferred Shares of SatixFy, in each case NIS 0.0001 par value per share.

“SatixFy Private Warrants”

means each warrant of SatixFy assumed as part of the Business Combination entitling the holder thereof to purchase one (1) SatixFy Ordinary Share on substantially the same terms and conditions with respect to the Endurance Private Warrants.

“SatixFy Public Warrants”

means each warrant of SatixFy assumed as part of the Business Combination entitling the holder thereof to purchase one (1) SatixFy Ordinary Share on substantially the same terms and conditions with respect to the Endurance Public Warrants.

“SatixFy Transaction Support Agreement”

means each transaction support agreement, dated March 8, 2022, by and among SatixFy, Endurance and certain shareholders of SatixFy.

“SatixFy Warrants”

means the SatixFy Public Warrants, the SatixFy Private Warrants and the PIPE Warrants, collectively.

“SatixFy Warrant Assumption Agreement”

means that certain warrant assignment, assumption and amendment agreement, dated as of the Closing Date by and among SatixFy, Endurance and Continental.

“SEC”

means the U.S. Securities and Exchange Commission.

“Securities Act”

means the Securities Act of 1933, as amended.

“Sponsor”

means Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company.

“Sponsor Letter Agreement”

means that certain sponsor letter agreement, dated March 8, 2022, by and among the Sponsor, Endurance and SatixFy, as amended on June 13, 2022 and August 23, 2022.

“Subscription Agreements”

means the subscription agreements, each dated as of March 8, 2022, by and among SatixFy, Endurance and each of the PIPE Investors, providing for the purchase by the PIPE Investors at the Effective Time of the number of PIPE Units set forth in the applicable Subscription Agreement at a price per unit of $10.00.

“Support Agreements”

means the SatixFy Transaction Support Agreement and the Sponsor Letter Agreement, collectively.

“Transactions”

means the transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

“Trust Account”

means the trust account established in connection with the Endurance IPO for the benefit of the Endurance Public Shareholders maintained by Continental, acting as trustee.

“2020 Share Award Plan”

means SatixFy’s 2020 Share Award Plan that provides for the award to any current or former director, manager, officer, employee, or individual independent contractor or service provider of SatixFy or its subsidiaries of rights of any kind to receive Equity Securities of SatixFy or its subsidiaries or benefits measured in whole or in part by reference to equity securities of SatixFy or its subsidiaries.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information set forth elsewhere in this proxy statement/prospectus and only briefly address some commonly asked questions about the extraordinary general meeting and the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to Endurance shareholders. Endurance shareholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting.

Q:

Why am I receiving this proxy statement/prospectus?

A:

Endurance and SatixFy have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Endurance encourages its shareholders to read it in its entirety. Endurance’s shareholders are being asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for Merger Sub to be merged with and into Endurance with Endurance surviving the Business Combination as a wholly owned subsidiary of SatixFy, and the other Transactions contemplated by the Business Combination Agreement. See “Proposal One — The Business Combination Proposal” and “Proposal Two-The Merger Proposal” for more information.

Q:

Are there any other matters being presented to shareholders at the meeting?

A:

In addition to voting on the Business Combination Proposal, the shareholders of Endurance will vote on the following proposals:

•

The Merger Proposal — To consider and vote upon a proposal to approve and authorize the Plan of Merger by and among Endurance, Merger Sub and SatixFy, substantially in the form attached to this proxy statement/prospectus as Annex    . See the section of this proxy statement/prospectus titled “Proposal Two — The Merger Proposal.”

•

The Adjournment Proposal — To consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Agreement or to seek withdrawals if Endurance Public Shareholders have elected to redeem an amount of Endurance Public Shares such that Endurance reasonably expects the minimum available cash condition contained in the Business Combination Agreement would not be satisfied. See the section of this proxy statement/prospectus titled “Proposal Three — The Adjournment Proposal.”

Endurance will hold the extraordinary general meeting of its shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders should read it carefully.

Consummation of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. If either the Business Combination Proposal or the Merger Proposal is not approved and the applicable closing condition in the Business Combination Agreement is not waived, then Endurance will not consummate the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/​prospectus.

The vote of shareholders is important. Regardless of how many shares you own, you are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

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Q:

Why am I receiving this proxy statement/prospectus if I only own Endurance warrants?

A:

The Endurance warrants will become exercisable following the Business Combination and will entitle holders to purchase SatixFy Ordinary Shares, as described in more detail herein. This proxy statement/​prospectus includes important information about SatixFy and the business of SatixFy and its subsidiaries following the closing of the Business Combination. Because holders of Endurance warrants will be entitled to purchase SatixFy Ordinary Shares after the closing of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.

Q:

What will happen to Endurance’s securities upon consummation of the Business Combination?

A:

Endurance Units, Endurance Public Shares and the Endurance Public Warrants are currently listed on Nasdaq under the symbols ‘‘EDNCU,” ‘‘EDNC” and ‘‘EDNCW,” respectively. Endurance’s securities will cease trading upon the Effective Time. If you own Endurance Units, immediately prior to the Effective Time your Endurance Units will split into the underlying Endurance Public Shares and Endurance Public Warrants, and you will receive SatixFy Ordinary Shares in exchange for your Endurance Class A ordinary shares and your Endurance warrants will be assumed by SatixFy and become SatixFy Warrants as described herein. SatixFy intends to apply for listing of the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE under the proposed symbols “SATX” and “SATXW,” respectively, to be effective upon the Effective Time. While trading on the NYSE is expected to begin on the first business day following the consummation of the Business Combination, there can be no assurance that SatixFy’s securities will be listed on the NYSE or another national securities exchange or that a viable and active trading market will develop. See “Risk Factors — Risks Related to Ownership of the Combined Company’s Securities” for more information.

Q:

Why is Endurance proposing the Business Combination?

A:

Endurance was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities.

On September 17, 2021, Endurance consummated the Endurance IPO of 20,000,000 units, with each unit consisting of one Endurance Class A ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one whole Endurance Class A ordinary share at a price of $11.50 per share, exercisable 30 days after the completion of the initial business combination. The units from the Endurance IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Simultaneously with the closing of the Endurance IPO, Endurance completed the private sale of an aggregate of 7,630,000 Endurance Private Warrants, for $1.00 per warrant, in a private placement to the Sponsor, which purchased 6,630,000 Endurance Private Warrants, and Cantor, the representative of the underwriters of the Endurance IPO, which purchased 1,000,000 Endurance Private Warrants, generating gross proceeds to Endurance of $7,630,000 in the aggregate. A total of $201,000,000, comprised of the net proceeds of the Endurance IPO and the sale of the Endurance Private Warrants was deposited into the Trust Account, net of underwriting discounts and commissions and other costs and expenses, which became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of the record date, there was approximately $      held in the Trust Account.

SatixFy is a vertically integrated communications systems provider using its own semiconductors, focused on designing chips and systems that serve the entire satellite communications value chain — from the satellite payload to user terminals. SatixFy creates chip technologies capable of enabling satellite based broadband delivery to markets around the world. SatixFy believes it is the only vertically integrated maker of satellite communications systems providing products across the entire satellite communications value chain. All of its systems integrate its proprietary semiconductor chips, of which it is a fabless manufacturer. SatixFy designs its chips, codes its software and design end-to-end communications systems for use in various satellite communications applications.

9

Endurance believes SatixFy is a company with an appealing market opportunity and growth profile, a strong position in its industry and a compelling valuation. As a result, Endurance believes that the Business Combination will provide Endurance shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal One — The Business Combination Proposal — Endurance’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

Q:

Did Endurance’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:

No. Endurance’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of Endurance’s management, board of directors and its advisors in valuing SatixFy and will be assuming the risk that the Endurance board of directors may not have properly valued the business. However, Endurance’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have substantial experience with mergers and acquisitions. Furthermore, in analyzing the Business Combination, Endurance’s management, legal advisors and financial advisor conducted significant due diligence on SatixFy. The Endurance board of directors also received valuation advice and input from Endurance’s management and Endurance’s financial advisor. Based on the foregoing, Endurance’s board of directors concluded that its members’ collective experience and backgrounds, together with the experience and sector expertise of Endurance’s advisors, enabled it to make the necessary analyses and determinations regarding the Business Combination, including that the Business Combination was in the best interests of Endurance and that SatixFy’s fair market value was at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Business Combination. Additionally, concurrently with the execution of the Business Combination Agreement, the PIPE Investors entered into the Subscription Agreements, which provide for the purchase by the PIPE Investors at the Effective Time of an aggregate of 2,910,000 PIPE Units for gross proceeds to SatixFy of $29.1 million. Affiliates of the Sponsor agreed to purchase $10,000,000 of SatixFy units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors.

There can be no assurance, however, that Endurance’s board of directors was correct in its assessment of the Business Combination. For a complete discussion of the factors utilized by Endurance’s board of directors in approving the Business Combination, see the section entitled “Proposal One — The Business Combination Proposal.”

Q:

Do I have redemption rights?

A:

If you are a holder of Endurance Public Shares, you have the right to demand that Endurance redeem such shares for a pro rata portion of the cash held in the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination in accordance with the Endurance Articles. We sometimes refer to these rights to demand redemption of the Endurance Public Shares as “redemption rights.”

Notwithstanding the foregoing, an Endurance Public Shareholder, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Endurance Public Shares. Accordingly, all Endurance Public Shares in excess of 15% held by an Endurance Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

Under the Endurance Articles, the Business Combination may not be consummated if Endurance has net tangible assets of less than $5,000,001 either immediately prior to or upon consummation of the Business Combination after taking into account the redemption for cash of all Endurance Public Shares properly demanded to be redeemed by Endurance Public Shareholders.

10

Q:

How do I exercise my redemption rights?

A:

A holder of Endurance Public Shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Endurance Public Shares on the record date. If you are a holder of Endurance Public Shares and wish to exercise your redemption rights, you must:

•

submit a written request to Continental, Endurance’s transfer agent, in which you (i) request that Endurance redeem all or a portion of your Endurance Public Shares for cash, and (ii) identify yourself as the beneficial holder of Endurance Public Shares and provide your legal name, phone number and address; and

•

either tender your share certificates (if any) to Continental, Endurance’s transfer agent, or deliver your Endurance Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) System.

Holders must complete the procedures for electing to redeem their Endurance Public Shares in the manner described above no later than           ,2022 (two (2) business days prior to the extraordinary general meeting), in order for their Endurance Public Shares to be redeemed. If you hold the shares in “street name”, you will have to coordinate with your broker, bank or nominee to have the Endurance Public Shares you beneficially own certificated or delivered electronically. Any holder of Endurance Public Shares seeking redemption will be entitled to a full pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was $      , or $      per share, as of the record date), less any owed but unpaid taxes on the funds in the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. Such amount will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account.

Any request for redemption, once made by a holder of Endurance Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your Endurance Public Shares for redemption to Endurance’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Endurance’s transfer agent return the shares (physically or electronically). You may make such request by contacting Endurance’s transfer agent at the address listed at the end of this section.

No demand for redemption will be honored unless the holder’s Endurance Public Shares have been delivered (either physically or electronically) to the transfer agent in the manner described above no later than two (2) business days prior to the extraordinary general meeting.

Endurance’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

If you are a holder of Endurance Public Shares (including through the ownership of Endurance Units) and you exercise your redemption rights, it will not result in the loss of any Endurance warrants that you may hold (including those contained in any Endurance Units you hold). Your whole warrants will become exercisable to purchase one SatixFy Ordinary Share following consummation of the Business Combination; provided, however, that such warrants are out of the money when the SatixFy Ordinary Shares trade below $11.50.

Q:

Do I have appraisal rights if I object to the proposed Business Combination?

A:

Holders of record of Endurance ordinary shares may have appraisal rights in connection with the Business Combination under the Cayman Companies Law. Holders of record of Endurance ordinary shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair

11

value for his, her or its Endurance ordinary shares must give written objection to the Business Combination to Endurance prior to the shareholder vote to approve the Business Combination and follow the procedures set out in Section 238 of the Cayman Companies Law, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Law which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. These statutory appraisal rights are separate to and mutually exclusive of the right of Endurance Public Shareholders to demand that their Endurance Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Endurance Articles. It is possible that if an Endurance Public Shareholder exercises appraisal rights, the fair value of the Endurance ordinary shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than such holder would obtain if he, she, or it exercised his, her or its redemption rights as described herein. Endurance believes that such fair value would equal the amount that Endurance Public Shareholders would obtain if they exercise their redemption rights as described herein. Endurance shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise Dissent Rights. An Endurance shareholder which elects to exercise Dissent Rights must do so in respect of all of the Endurance ordinary shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Endurance Shareholders — Appraisal Rights under the Cayman Companies Law.”

Endurance shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

Q:

Can I exercise redemption rights and dissenter rights under the Cayman Companies Law?

A:

No. Any Endurance Public Shareholder who elects to exercise Dissent Rights (which dissenter rights are discussed in the section titled “Do I have appraisal rights if I object to the proposed Business Combination?”) will lose their right to have their Endurance Public Shares redeemed in accordance with the Endurance Articles. The certainty provided by the redemption process may be preferable for Endurance Public Shareholders wishing to exchange their Endurance Public Shares for cash. This is because Dissent Rights may be lost or extinguished, including where Endurance and the other parties to the Business Combination Agreement determine to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law, in which case any Endurance Public Shareholder who has sought to exercise Dissent Rights would only be entitled to receive the merger consideration comprising one SatixFy Ordinary Share for each of their Endurance Public Shares.

Q:

What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:

The net proceeds of the Endurance IPO and a portion of the amount raised from the private placement of Endurance warrants for a total of $201,000,000, was placed in the Trust Account immediately following the Endurance IPO. After consummation of the Business Combination, the funds in the Trust Account will be used to pay, on a pro rata basis, Endurance Public Shareholders who exercise redemption rights and fees and expenses incurred in connection with the Business Combination (including aggregate fees to the underwriter of the Endurance IPO as deferred underwriting commissions). Any remaining cash will be used for SatixFy’s working capital and general corporate purposes.

Q:

What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A:

Endurance Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights, although they are not required to vote in any way to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from

12

the Trust Account and the number of Endurance Public Shareholders are substantially reduced as a result of redemptions by Endurance Public Shareholders. To the extent that there are fewer Endurance Public Shares and Endurance Public Shareholders, the trading market for SatixFy Ordinary Shares may be less liquid than the market was for Endurance prior to the Transactions and SatixFy may not be able to meet the listing standards of the NYSE or another national securities exchange. In addition, to the extent of any redemptions, fewer funds from the Trust Account would be available to SatixFy to be used in its business following the consummation of the Business Combination.

Q:

What happens if the Business Combination is not consummated?

A:

If Endurance does not complete the Business Combination with SatixFy for whatever reason, Endurance would search for another target business with which to complete a business combination. If Endurance does not complete the Business Combination with SatixFy or another business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. The Sponsor and Endurance’s officers and directors have waived their redemption rights with respect to their Founder Shares in the event a business combination is not effected in the required time period and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Endurance’s outstanding warrants. Accordingly, the Endurance warrants will expire worthless.

Q:

How do the Sponsor, the officers and directors and advisors of Endurance and the anchor investors intend to vote on the proposals?

A:

The Sponsor and Endurance’s officers, directors and advisors have agreed to vote any Endurance equity securities, including the Founder Shares, held by them in favor of the Business Combination. Additionally, the anchor investors in the Endurance IPO that received Founder Shares (the “anchor investors”) have agreed to vote any Founder Shares held by them in favor of the Business Combination. These holders own and are entitled to vote an aggregate of 20.0% of the outstanding Endurance ordinary shares. These holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the extraordinary general meeting. Assuming only a majority of all the Endurance ordinary shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Endurance ordinary shares held by the Sponsor, Endurance directors and advisors and the anchor investors, Endurance would need 3,333,334 Endurance Public Shares, or approximately 16.7%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 1,250,001 Endurance Public Shares, or approximately 6.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved. Assuming all of the Endurance Public Shares entitled to vote at the extraordinary general meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Endurance ordinary shares held by the Sponsor, Endurance directors and advisors and the anchor investors, Endurance would need 11,666,667 Endurance Public Shares, or approximately 58.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 7,500,001 Endurance Public Shares, or approximately 37.5%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved.

13

Q:

What equity stake will current SatixFy shareholders and current Endurance shareholders hold in the combined company immediately after the completion of the Business Combination, and what effect will potential sources of dilution have on the same?

A:

The following table presents the anticipated share ownership of various holders of SatixFy Ordinary Shares after the completion of the Business Combination, based on the assumption that no additional equity securities of SatixFy will be issued at or prior to Closing other than as included in the table, and that there are no Dissenting Endurance Shareholders, under the following redemption scenarios:

•

Assuming No Redemptions:   This presentation assumes that no Endurance Public Shareholder exercises redemption rights with respect to their Endurance Public Shares, and there are no Dissenting Endurance Shareholders.

•

Assuming 50% Redemptions:   This presentation assumes that Endurance Public Shareholders holding 10,000,000 Endurance Public Shares will exercise their redemption rights for approximately $100.5 million of the $201.0 million of funds in the Trust Account, and there are no Dissenting Endurance Shareholders.

•

Assuming Maximum Redemptions:   This presentation assumes that Endurance Public Shareholders holding 19,502,487 Endurance Public Shares will exercise their redemption rights for approximately $196.0 million of the $201.0 million of funds in the Trust Account, which is the maximum number of Endurance Public Shares that could be redeemed by Endurance Public Shareholders that allows Endurance to have net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) after giving effect to exercise of redemption rights by Endurance Public Shareholders and payments to the redeeming Endurance Public Shareholders (the “Maximum Redemption”). This scenario gives effect to Endurance Public Shareholder share redemptions of 19,502,487 shares for aggregate redemption payments of approximately $196.0 million at a redemption price of $10.05 per share based on the investments held in the Trust Account as of June 30, 2022. Endurance will not proceed with the Business Combination unless Endurance has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

The table below also gives effect to the Preferred Share Conversion, the SatixFy Existing Warrant Exercise and the Pre-Closing Recapitalization. The table below also includes the Price Adjustment Shares and Unvested Sponsor Interests, as described in the footnotes below, both of which are entitled to voting and economic rights, but are not included in the calculation of pro forma basic loss per share because they remain subject to vesting and forfeiture and are not reflected in the calculation of pro forma diluted loss per share because the effect of their inclusion would be anti-dilutive. See “Unaudited Pro Form Condensed Combined Financial Information.” This information should be read together with the pro forma combined financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

​

Assuming No Redemptions

Assuming 50% Redemptions

Assuming Maximum Redemptions

​

Shares

%

Shares

%

Shares

%

SatixFy Ordinary Shares:(1)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endurance Public Shareholders(2)

​

​

21,430,000

​

24.1%

​

​

11,430,000

​

14.5%

​

​

1,927,513

​

2.8%

The Sponsor(3)

​

​

4,270,000

​

4.8%

​

​

4,270,000

​

5.4%

​

​

4,270,000

​

6.1%

PIPE Investors(4)

​

​

1,910,000

​

2.1%

​

​

1,910,000

​

2.4%

​

​

1,910,000

​

2.7%

PIPE Fee Agreement(5)

​

​

225,000

​

0.3%

​

​

225,000

​

0.3%

​

​

225,000

​

0.3%

Existing SatixFy shareholders(6)

​

​

61,220,467

​

68.7%

​

​

61,220,467

​

77.4%

​

​

61,220,467

​

88.0%

Total SatixFy Ordinary Shares outstanding at the Closing

​

​

89,055,467

​

100.0%

​

​

79,055,467

​

100.00%

​

​

69,552,980

​

100.00%

Per Share Equity Value of SatixFy Ordinary Shares outstanding at the Closing(7)

​

$

10.00

​

​

​

$

10.00

​

​

​

$

10.00

​

​

14

(1)

The calculation of outstanding shares gives effect to the SatixFy Existing Warrant Exercise and includes the Price Adjustment Shares subject to vesting and forfeiture, but excludes in all scenarios SatixFy Ordinary Shares underlying the SatixFy Warrants, SatixFy Ordinary Shares underlying SatixFy Options to purchase SatixFy Ordinary Shares, any additional equity grants under the 2020 Share Award Plan after the date of the Business Combination Agreement and any SatixFy Ordinary Shares that may be issued pursuant to the Equity Line of Credit.

(2)

Includes, in all scenarios, 1,430,000 Founder Shares that are not held by the Sponsor. The remainder are Endurance Public Shares.

(3)

Includes, in all scenarios, (1) 2,770,000 Founder Shares held by the Sponsor (giving effect to 800,000 Founder Shares to be forfeited by the Sponsor immediately prior to the Closing of the Business Combination), including 628,000 shares comprising the Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement, (2) 1,000,000 SatixFy Ordinary Shares to be issued as part of the PIPE Units to affiliates of the Sponsor, and (3) 500,000 Price Adjustment Shares to be issued to the Sponsor immediately following the Effective Time, which remain subject to vesting and forfeiture. “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares.” Also includes, in both scenarios, 391,731 Escrow Shares attributable to the Sponsor in the Business Combination that may be released from the Escrow Account to the PIPE Investors if certain share price targets are not met. See “Agreements Entered Into in Connection with the Business Combination Agreement — Subscription Agreements.”

(4)

Excludes 1,000,000 SatixFy Ordinary Shares to be issued as part of the PIPE Units to affialites of the Sponsor.

(5)

Includes 225,000 SatixFy Ordinary shares to be issued to Cantor for its services as placement agent in connection with the PIPE Financing.

(6)

Calculated based on (1) 32,616,094 SatixFy Ordinary Shares issued and outstanding as of August 12, 2022, after giving effect to the Preferred Share Conversion, (2) the application of the approximately 1.05:1 Exchange Ratio in the Pre-Closing Recapitalization, (3) the issuance of 64,231 SatixFy Ordinary Shares in the SatixFy Existing Warrant Exercise and (4) the issuance of 27,000,000 Price Adjustment Shares, which remain subject to vesting and forfeiture, to SatixFy’s founders. The Price Adjustment Shares shall be issued immediately following the Closing, one-third of which will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $12.50, $14.00 and $15.50 for any seven (7) trading days within a period of 30 consecutive trading days. Also includes, in both scenarios, 1,175,192 Escrow Shares issuable to SatixFy’s existing shareholders in the Business Combination that may be released from the Escrow Account to the PIPE Investors if certain share price targets are not met. See “Agreements Entered Into in Connection with the Business Combination Agreement — Subscription Agreements.”

(7)

In each of the No Redemptions, 50% Redemptions and Maximum Redemptions scenarios, the per share equity value of SatixFy Ordinary Shares will be assumed to be $10.00 at the Closing in accordance with the terms of the Business Combination Agreement.

If the actual facts are different than the assumptions laid out above, the anticipated share ownership of various holders of SatixFy Ordinary Shares after the completion of the Business Combination will be different. SatixFy shareholders would experience dilution to the extent SatixFy issues additional shares after Closing. In addition, the table above excludes certain potential sources of dilution, namely, (i) SatixFy Ordinary Shares underlying the SatixFy Public Warrants, the SatixFy Private Warrants and the PIPE Warrants, (ii) SatixFy Ordinary Shares underlying vested and unvested options to purchase SatixFy Ordinary Shares, (iii) SatixFy Ordinary Shares eligible to be issued under the Equity Line of Credit following the Closing, and (iv) any additional equity grants under the 2020 Share Award Plan after the date of the Business Combination Agreement. The following table gives effect to the Preferred Share Conversion, the SatixFy Existing Warrant Exercise, the Pre-Closing Recapitalization, the Business Combination and the other Transactions and subsequently presents the anticipated total share ownership of various holders of SatixFy Ordinary Shares after the completion of the Business Combination and the other Transactions, assuming the issuance of all such shares referred to in (i)-(iii)

15

above, assuming that no additional equity securities of SatixFy will be issued at or prior to Closing, and that there are no Dissenting Endurance Shareholders, under the following redemption scenarios:

​

Assuming No Redemptions

Assuming 50% Redemptions

Assuming Maximum Redemptions

​

Shares

%

Shares

%

Shares

%

Total SatixFy Ordinary Shares outstanding at Closing(1)

​

​

89,055,467

​

100.0%

​

​

79,055,467

​

100.0%

​

​

69,552,980

​

100.0%

Potential sources of dilution:

Shares

Percentage of Total(12)

Shares

Percentage of Total(12)

Shares

Percentage of Total(12)

Shares underlying SatixFy Public Warrants(2)

​

​

10,000,000

​

10.1%

​

​

10,000,000

​

11.2%

​

​

10,000,000

​

12.6%

Shares underlying SatixFy Private Warrants(3)

​

​

7,630,000

​

7.9%

​

​

7,630,000

​

8.8%

​

​

7,630,000

​

9.9%

Shares underlying PIPE Warrants(4)

​

​

1,455,000

​

1.6%

​

​

1,455,000

​

1.8%

​

​

1,455,000

​

2.0%

Shares underlying SatixFy Options(5)

​

​

7,890,832

​

8.1%

​

​

7,890,832

​

9.1%

​

​

7,890,832

​

10.2%

Shares eligible to be issued under the Equity Line of Credit (assuming VWAP of $10.00 per share)(6)

​

​

7,731,958

​

8.0%

​

​

7,731,958

​

8.9%

​

​

7,731,958

​

10.0%

Total Potential SatixFy Ordinary Shares outstanding at Closing (reflecting potential sources of dilution)

​

​

123,763,257

​

​

​

​

113,763,257

​

​

​

​

104,260,770

​

​

Holders of SatixFy Ordinary Shares reflecting potential sources of dilution:

Shares

%

Shares

%

Shares

%

Existing Endurance shareholders(7)

​

​

32,430,000

​

26.2%

​

​

22,430,000

​

19.7%

​

​

12,927,513

​

12.4%

The Sponsor(8)

​

​

11,400,000

​

9.2%

​

​

11,400,000

​

10.0%

​

​

11,400,000

​

10.9%

PIPE Investors(9)

​

​

2,865,000

​

2.3%

​

​

2,865,000

​

2.5%

​

​

2,865,000

​

2.7%

Existing SatixFy shareholders(10)

​

​

69,111,299

​

55.8%

​

​

69,111,299

​

60.8%

​

​

69,111,299

​

66.3%

Investor under the Equity Line of Credit

​

​

7,731,958

​

6.2%

​

​

7,731,958

​

6.8%

​

​

7,731,958

​

7.4%

Per Share Equity Value of SatixFy Ordinary Shares outstanding at the Closing(11)

​

$

10.00

​

​

​

$

10.00

​

​

​

$

10.00

​

​

(1)

Includes 27,000,000 Price Adjustment Shares to be issued to SatixFy’s founders and 500,000 Price Adjustment Shares to be issued to the Sponsor, subject to vesting and forfeiture. See “Security Ownership of Certain Beneficial Owners and Management of Endurance, SatixFy and the Combined Company” for more information.

(2)

The Endurance Public Warrants are redeemable warrants issued in the Endurance IPO, each entitling its holder to purchase one Endurance Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. In connection with the Business Combination, such warrants be assumed by SatixFy and will become a warrant exercisable for one SatixFy Ordinary Share. Based upon the closing price of $0.11 per Endurance warrant for the Endurance Public Warrants on Nasdaq on August  17, 2022, the value of the total outstanding Endurance Public Warrants would be $1.1 million.

(3)

Includes 2,652,000 SatixFy Private Warrants (including the shares underlying such warrants) comprising Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate

16

Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement. The Endurance Private Warrants are warrants sold to the Sponsor and Cantor in the private placement consummated concurrently with the Endurance IPO, each entitling its holder to purchase one Endurance Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. In connection with the Business Combination, such warrants will be assumed by SatixFy and converted into a corresponding warrant exercisable for SatixFy Ordinary Shares. Based upon the closing price of $0.11 per Endurance warrant for the Endurance Public Warrants on Nasdaq on August  17, 2022, the implied value (without giving effect to any liquidity discount) of the total outstanding Endurance Private Warrants would be approximately $763,000.

(4)

The PIPE Warrants are warrants sold to the PIPE Investors in the PIPE Financing, each entitling its holder to purchase one SatixFy Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

(5)

Includes both vested and unvested SatixFy Options. Based on 7,890,832 SatixFy Options outstanding as of the date of the Business Combination Agreement, of which 3,394,209 were vested, after giving effect to the approximately 1.05:1 Exchange Ratio (and any applicable contractual adjustments) in the Pre-Closing Recapitalization.

(6)

The Equity Line of Credit provides for a total issuance by SatixFy to the investor thereunder of up to $75.0 million aggregate principal amount of SatixFy Ordinary Shares. For purposes of indicating potential dilution, we have assumed that the VWAP of the SatixFy Ordinary Shares, as calculated pursuant to the Equity Line of Credit, is $10.00 per share.

(7)

Excluding the Sponsor and including (i) 10,000,000 Endurance Public Shares underlying the Endurance Public Warrants, (ii) 1,000,000 Endurance Public Shares underlying the Endurance Private Warrants held by Cantor, and (iii) Founder Shares not held by the Sponsor.

(8)

Includes (i) 2,770,000 SatixFy Ordinary Shares (giving effect to the forfeiture of 800,000 Founder Shares immediately prior to the Closing of the Business Combination which would otherwise be convertible into SatixFy Ordinary Shares), which includes 628,000 Founder Shares comprising Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement, received in the Business Combination, (ii) 6,630,000 SatixFy Ordinary Shares underlying SatixFy Private Warrants held by the Sponsor, which includes 2,652,000 Endurance Private Warrants comprising Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement, (iii) 1,000,000 SatixFy Ordinary shares to be issued as part of the PIPE Units to affiliates of the Sponsor, (iv) 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants to be issued as a part of the PIPE Units to affiliates of the Sponsor, and (v) 500,000 Price Adjustment Shares that, after the completion of the Business Combination, will be subject to vesting and forfeiture.

(9)

Excludes 1,000,000 SatixFy Ordinary shares to be issued as part of the PIPE Units to affiliates of the Sponsor and 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants to be issued as a part of the PIPE Units to affiliates of the Sponsor.

(10)

Includes 7,890,832 outstanding SatixFy Options and 27,000,000 Price Adjustment Shares to be issued to SatixFy’s founders.

(11)

Reflects the per share equity value of SatixFy Ordinary Shares, which will be deemed to be $10.00 at Closing in accordance with the terms of the Business Combination Agreement.

(12)

The Percentage of Total with respect to each potential source of dilution includes the full amount of SatixFy Ordinary Shares issued with respect to the applicable potential source of dilution (but not the other potential sources of dilution) in both the numerator and denominator. For example, in the No Redemption Scenario, the Percentage of Total with respect to the Shares underlying SatixFy Public Warrants would be calculated as follows: (a) 10,000,000 SatixFy Ordinary Shares; divided by (b) (i) 89,055,467 SatixFy Ordinary Shares (the number of shares outstanding excluding other potential sources of dilution) plus (ii) 10,000,000 SatixFy Ordinary Shares.

17

Q:

What is the effective underwriting fee that will be received by the underwriters for the Endurance IPO?

A:

Upon the completion of the Business Combination the deferred underwriting commissions in connection with the Endurance IPO will be released to the underwriters. On March 6, 2022, the Company entered into a side letter to the underwriting agreement, and subsequently, in August 2022, agreed to reduce the deferred underwriting commissions, if the Proceeds involved in the Business Combination are equal to or less than $40,000,000, from $9,000,000 in the aggregate to $6,000,000 for Cantor and no underwriting commission for Truist Securities (the “Deferred Underwriting Commission”). However, in the event that the Proceeds involved in the Business Combination are in excess of $40,000,000 and less than or equal to $100,000,000, the Deferred Underwriting Commission shall be increased by an amount (the “Incremental Deferred Underwriting Commission”) of up to $3,000,000 (up to $2,100,000 for Cantor and $900,000 for Truist Securities) proportionately with the amount that the Proceeds that exceed $40,000,000 based on linear interpolation; provided, however, that in the event that the Proceeds involved in the Business Combination are in excess of $100,000,000, then the Incremental Deferred Underwriting Commission shall be $3,000,000 which would provide for a maximum Deferred Underwriting Commission of $9.0 million. For purposes of the Deferred Underwriting Commission, “Proceeds” means an amount equal to (i) the aggregate cash proceeds to be released to Endurance from the Trust Account and then directed to SatixFy from Endurance as of the consummation of the Business Combination (for the avoidance of doubt, after any amounts required to be paid to Endurance Public Shareholders in connection with the exercise of their redemption rights and payment of the Deferred Underwriting Commission and certain other expenses) plus (ii) the aggregate proceeds received by SatixFy in connection with the PIPE Financing, minus (iii) up to $30,000,000 of the aggregate amount of expenses incurred in connection with the Transactions contemplated by the Business Combination Agreement, but excluding for this purpose (x) the cost of obtaining any directors and officers insurance, and (y) any expenses incurred in connection with the Equity Line of Credit. The total Proceeds involved in the Business Combination, and therefore the effective underwriting fee incurred in connection with the Endurance IPO, will, in part, depend on the the level of redemptions by Endurance Public Shareholders:

Assuming No Redemptions:    The underwriter for the Endurance IPO will receive deferred commissions of $9,000,000 and total commissions of $13,000,000. Based on the approximately $201.0 million in the trust account as of June 30, 2022, the deferred underwriting commissions and total underwriter commissions would represent an effective underwriting fee of approximately 4.5% and 6.5%, respectively. See “Unaudited Pro Forma Condensed Combined Financial Information — Pro Forma Presentation” for more information on the assumptions underlying this no redemption scenario.

Assuming 50% Redemptions:   Assuming that Endurance Public Shareholders holding 10,000,000 Endurance Public Shares will exercise their redemption rights for approximately $100.5 million of the $201.0 million of funds in the Trust Account, the funds remaining in the Trust Account following such redemption would be approximately $100.5 million. The underwriters for the Endurance IPO will receive deferred commissions of $7.7 million and total commissions of $11.7 million. The deferred underwriting commissions and total underwriter commissions would represent an effective underwriting fee of approximately 7.6% and 11.6%, respectively.

Assuming Maximum Redemptions:   Assuming that Endurance Public Shareholders holding Endurance Public Shares will exercise their redemption rights for approximately $196.0 million of the $201.0 million of funds in the Trust Account, the funds remaining in the Trust Account following such redemption would be approximately $5.0 million. The underwriters for the Endurance IPO will receive deferred commissions of $6.0 million and total commissions of $10.0 million. The deferred underwriting commissions and total underwriter commissions would represent an effective underwriting fee of approximately 120% and 200%, respectively. See “Unaudited Pro Forma Condensed Combined Financial Information — Pro Forma Presentation” for more information on the assumptions underlying this maximum redemption scenario.

18

Q:

What factors did Endurance’s board consider in evaluating the Business Combination?

A:

Endurance’s board of directors considered a number of factors pertaining to the Business Combination Agreement, the Business Combination and the Transactions as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby and reconfirmed these factors at the time of the Business Combination Agreement amendment, including, but not limited to, the following material factors:

•

Large and Growing Market.   The launch of tens of thousands of new Low Earth Orbit broadband satellites, the updating of airplane communications and the roll out of 5G satellite communications over the next few years provides SatixFy the opportunity to grow its business;

•

Strong and Differentiated Product Offering.   SatixFy offers high-quality chips, low-cost user terminals, modems, antennas, satellite payloads and other products, and Endurance management believes SatixFy is the only vertically integrated semiconductor chip company whose technology addresses the entire satellite communications value chain;

•

Vertical Integration.   SatixFy designs its chips, builds its products, codes its software and designs end-to-end systems that use its technologies to produce systems with higher capacity, lower power, lower weight and lower costs than competing solutions which allows SatixFy to benefit from economics across the value chain;

•

Robust Technology Investment.   SatixFy has, and continues to, heavily invest in research and development of its technologies to improve its leadership position that would take competitors years to replicate;

•

Validation of Technology.   SatixFy has acquired well known customers in its product areas and markets;

•

Significant Revenue Visibility.   Much of SatixFy’s projected revenue in 2022 and 2023 are driven by existing contracts or new contracts with existing customers;

•

Experienced Leadership Team with a Proven Track Record.   SatixFy is led by an experienced management team in SatixFy’s industry, with deep prior experience in founding and operating public satellite communications companies;

•

Platform for Future Development and Expansion.   SatixFy’s potential public company status following the consummation of the Business Combination, together with the capital to be provided to SatixFy in connection with the Business Combination, is expected to provide SatixFy with an optimal platform and strong financial foundation for further developing its technology and accelerating, streamlining production of its products and increasing sales and marketing efforts;

•

Attractive Valuation.   Endurance’s board of directors believes SatixFy’s implied valuation following the Business Combination relative to the current valuations experienced by comparable publicly traded companies in the vehicle data services sector is favorable for Endurance.

•

Due Diligence.   Endurance’s due diligence examinations of SatixFy and discussions with SatixFy’s management and financial and legal advisors.

•

Negotiated Transaction.   The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Endurance and SatixFy.

•

Lock-Up.   Certain shareholders of SatixFy have agreed to be subject to a one-hundred and eighty (180) day lockup in respect of their SatixFy Ordinary Shares; and

•

Other Alternatives.   Endurance’s board of directors’ belief, after a review of other business combination opportunities reasonably available to Endurance, that the Business Combination represents the best potential business combination reasonably available to Endurance and an attractive opportunity for Endurance’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and Endurance’s board of directors’ belief that such process has not presented a better alternative.

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Endurance’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination and reconfirmed these factors at the time of the Business Combination Agreement amendment, including, but not limited to, the following:

•

Future Financial Performance.   The risk that future financial performance may not meet expectations due to factors within SatixFy’s control or out of SatixFy’s control, including due to economic cycles, macroeconomic factors and the COVID-19 pandemic;

•

Product Performance.   The risk that new chips coming into production in 2022 will not perform as expected which would impact all key revenue segments (aero, terminals, chips and payload);

•

Conversion of development revenue into product revenue.   53% of 2022 estimated revenue is from non-recurring sources which declines to 14% by 2024. If product revenue is not generated to replace and expand this non-recurring revenue, the financial performance of SatixFy would be impacted;

•

Scaling of Sales and Marketing Teams.   The sales and marketing teams need to be effectively increased to generate additional product revenue;

•

Potential Supply Chain Issues.   SatixFy is reliant on third parties to manufacture its chips and certain other equipment and any delays or significant cost increases could affect financial performance of SatixFy;

•

Systems Update.   The need to recruit additional finance and accounting personnel and complete the readiness of SatixFy’s financial systems and operations to the standard necessary for a public company;

•

Competition.   Competition in SatixFy’s industry is intense, which may cause reductions in the price SatixFy can charge or the demand SatixFy can generate for its products and services, thereby potentially lowering SatixFy’s profits;

•

Supply & Demand Issues.   If SatixFy fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand;

•

Customer Relationships.   Disruptions in relationships with any of SatixFy’s key customers;

•

Macroeconomic Risks.   Macroeconomic uncertainty and the effects it could have on SatixFy’s revenues;

•

Benefits Not Achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

•

Redemption Risk.   The potential that a significant number of Endurance Public Shareholders elect to redeem their Endurance Public Shares prior to the consummation of the Business Combination and pursuant to the Endurance Articles, which would potentially make the Business Combination more difficult or impossible to complete;

•

Shareholder Vote.   The risk that Endurance shareholders may fail to provide the respective votes necessary to effect the Business Combination;

•

Closing Conditions.   The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Endurance’s control;

•

No Third-Party Valuation.   The risk that Endurance did not obtain a third-party valuation or fairness opinion in connection with the Business Combination;

•

Liquidation of Endurance.   The risks and costs to Endurance if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Endurance being unable to effect a business combination by March 17, 2023;

•

Endurance Shareholders Receiving Minority Position.   The fact that existing Endurance shareholders will hold a minority position in the combined company; and

•

Fees and Expenses.   The fees and expenses associated with completing the Business Combination.

20

Endurance’s board of directors concluded that the potential benefits that it expected Endurance to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination Agreement, the Business Combination and the Transactions. Accordingly, Endurance’s board of directors unanimously determined that the Business Combination Agreement, the Business Combination and the Transactions contemplated therein were advisable and in the best interests of Endurance. See the section entitled “Proposal One — The Business Combination Proposal — Endurance’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors.”

Q:

What interests do the Sponsor and the current officers and directors of Endurance have in the Business Combination?

A:

In considering the recommendation of Endurance’s board of directors to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and certain of Endurance’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Endurance’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, in recommending to shareholders that they approve the Business Combination and in agreeing to vote their shares in favor of the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact that:

•

If the Business Combination with SatixFy or another business combination is not consummated by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. In such event, the 5,000,000 Founder Shares (of which the Sponsor still holds 3,570,000 Founder Shares, and the directors and advisors collectively hold 180,000 Founder Shares), which were originally acquired by the Sponsor for $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised), would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of Endurance Public Shares of $9.90 per share on Nasdaq on August  17, 2022. On the other hand, if the Business Combination is consummated, each Endurance ordinary share (including such Founder Shares) will be converted into one SatixFy Ordinary Share subject to adjustment described herein.

•

Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles, that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Sponsor and its affiliates are expected to own approximately 9.8% of the SatixFy Ordinary Shares on a fully diluted basis (which includes (1) 500,000 Price Adjustment Shares, (2) 2,770,000 SatixFy Ordinary Shares received in the Business Combination (after forfeiture of 800,000 Founder Shares), (3) 1,000,000 SatixFy Ordinary Shares as part of the PIPE Units, (4) 6,630,000 SatixFy Ordinary Shares underlying the SatixFy Private Warrants, and (5) 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants). The ownership percentages set forth above do not take into account any draws on the Equity Line of Credit, any Permitted Interim Financing or any transactions that may be entered into after the date hereof.

The Sponsor paid $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) to

21

purchase 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) and $6,630,000 to purchase 6,630,000 Endurance Private Warrants (including 2,652,000 of such warrants which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) in a private placement from Endurance for $1.00 per private warrant. The Founder Shares held by the Sponsor had an aggregate value of approximately $35.3 million based upon the closing price of the Endurance Public Shares of $9.90 per share on Nasdaq on August  17, 2022 and the Endurance Private Warrants held by the Sponsor had an aggregate market value of approximately $729,300 based upon the closing price of Endurance Public Warrants of $0.11 per Endurance warrant on Nasdaq on August  17, 2022. The Founder Shares and the Endurance Private Warrants will become worthless if Endurance does not consummate a business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles).

•

In connection with the Endurance IPO, the Sponsor transferred 25,000 Founder Shares to each of Mitsui & Co., LTD, Eddie Kato and Simon Cathcart, Endurance’s advisory board members, and 35,000 Founder Shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, Endurance’s independent directors in exchange for $720 in the aggregate. Additionally, in connection with the closing of the Endurance IPO, the anchor investors purchased from the Sponsor an aggregate of 1,250,000 Founder Shares for $5,000 in the aggregate.

•

The Sponsor will receive 500,000 Price Adjustment Shares in exchange for providing approximately 1.0 million PIPE Escrow Shares (as defined below) as downside protection for the PIPE Investors. The Price Adjustment Shares will vest at three price adjustment achievement dates. See “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares” for more information about the achievement dates.

•

Pursuant to the Unit Subscription Agreements and after the Closing, if the average trading price of the SatixFy Ordinary Shares during the thirty (30) consecutive days ending on the sixtieth (60th) day after the effectiveness of the resale registration statement that will register the PIPE Shares and PIPE Warrants is less than $10.00 per share, there shall be an adjustment such that the Sponsor shall forfeit, and the PIPE Investors (which includes an affiliate of the Sponsor) shall be entitled to receive at the Closing, up to 391,731 SatixFy Ordinary Shares that were issued to the Sponsor and put into the Escrow Account. All such shares will be released from the Escrow Account to the PIPE Investors by the Sponsor if the trading price of the SatixFy Ordinary Shares is $6.50 or lower during the applicable measurement period. Additionally, existing SatixFy shareholders contributed 1,175,192 SatixFy Ordinary Shares otherwise issuable to them upon Closing that are subject to release from escrow to the PIPE Investors on the same terms as the shares contributed by the Sponsor (including forfeiture to the affiliate of the Sponsor that is participating in the PIPE Financing). If the average trading price of the SatixFy Ordinary Shares during the period described above is equal to or greater than $10.00 per share, the Sponsor and the SatixFy shareholders shall have the above mentioned shares returned to them from the Escrow Account.

•

The Sponsor will be subject to a one hundred eighty (180) day lock-up on sales of SatixFy Ordinary Shares after the Closing, which has been reduced from the Endurance IPO.

•

If Endurance is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Endurance for services rendered or contracted for or products sold to Endurance. If Endurance consummates a business combination, on the other hand, Endurance will be liable for all such claims.

•

The Sponsor and Endurance’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Endurance’s behalf, such as identifying and investigating possible business targets and business combinations.

22

However, if Endurance fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Endurance may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). As of the record date, the Sponsor and Endurance’s officers and directors and their affiliates had incurred approximately $       of unpaid reimbursable expenses.

•

The Business Combination Agreement provides for the continued indemnification of Endurance’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering Endurance’s current directors and officers.

•

Endurance’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Endurance to fund certain capital requirements. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Endurance outside of the Trust Account. As of August 17, 2022, there were no loans outstanding and awaiting reimbursement.

•

The Sponsor has designated Richard C. Davis, to serve as a member of the board of directors of SatixFy following the closing of the Business Combination and, therefore, in the future Mr. Davis will receive any cash fees, stock options or stock awards that SatixFy’s board of directors determines to pay to its non-executive directors.

•

Affiliates of the Sponsor have agreed to invest an aggregate amount of $10.0 million to purchase 1,000,000 PIPE Units in connection with the PIPE Financing to be completed at the closing of the Business Combination.

•

The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after such business combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in Endurance and will not be reimbursed for any out-of- pocket expenses if an initial business combination is not completed prior to March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). Thus, if the proposed Business Combination with SatixFy is not consummated, Endurance may seek to complete a business combination with a less favorable target company or on terms less favorable to Endurance shareholders rather than choose to dissolve and liquidate.

The Sponsor paid an aggregate of $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) for 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement), which had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of $9.90 per Endurance Public Share on Nasdaq on August  17, 2022. If the proposed Business Combination with SatixFy is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return post-Business Combination.

•

As a result of multiple business affiliations, Endurance’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the Endurance Articles provide that the doctrine of corporate opportunity will not apply with respect to any of Endurance’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Endurance does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for a business combination. Endurance’s management is not aware of any such corporate opportunities not being offered to Endurance and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

23

Q:

How do the Endurance Public Warrants differ from the Endurance Private Warrants and what are the related risks for any SatixFy Public Warrant holders post business combination?

A:

The Endurance Public Warrants are identical to the Endurance Private Warrants, except that, so long as the Endurance Private Warrants are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by Endurance except under certain circumstances as described below; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

Pursuant to the SatixFy Warrant Assumption Agreement, the Existing Endurance Warrant Agreement between Endurance and Continental, will be amended and restated to provide for the assignment by Endurance of all its rights, title and interest in the outstanding warrants of Endurance to, and the assumption of such warrants by, SatixFy. Pursuant to the SatixFy Warrant Agreement, all Endurance warrants under the Existing Endurance Warrant Agreement will no longer be exercisable for Endurance Class A ordinary shares, but instead will be exercisable for SatixFy Ordinary Shares.

Following the Closing, SatixFy may redeem the SatixFy Public Warrants prior to their exercise at a time that is disadvantageous to you. More specifically:

•

SatixFy will have the ability to redeem outstanding SatixFy Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per SatixFy Public Warrant, provided that the closing price of the SatixFy Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders (which we refer to as the “Reference Value”), provided that certain other conditions are met.

•

SatixFy will also have the ability to redeem the SatixFy Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided the Reference Value of the SatixFy Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), provided that during the 30-day period following notice of the redemption, holders of the public warrants will be entitled to exercise such warrants on a “cashless basis” and to receive a number of SatixFy Ordinary Shares determined by reference to a make-whole table. Please see the subsection entitled “Description of SatixFy Warrants — PublicWarrants”. If the Reference Value of the SatixFy Ordinary Shares is less than $18.00 per share, subject to certain adjustments, the SatixFy Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The value received upon exercise of the SatixFy Public Warrants (1) may be less than the value the holders would have received if they had exercised their SatixFy Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the SatixFy Public Warrants, including because the number of shares received is capped at 0.361 SatixFy Ordinary Shares per whole warrant (subject to adjustment) irrespective of the remaining life of the SatixFy Public Warrants.

As of August 17, 2022, the closing price for each Endurance Public Share was $9.90. Assuming that the SatixFy Ordinary Shares trade at the same price after the Closing, SatixFy will not be able to redeem the SatixFy Public Warrants prior to their exercise. However, if the price thresholds described above are met or exceeded, redemption of the outstanding SatixFy Public Warrants could force holders (i) to exercise the public warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the public warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of the public warrants.

In the event that SatixFy elects to redeem all of the redeemable warrants as described above, it will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by

24

SatixFy not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via SatixFy’s posting of the redemption notice to DTC.

Q:

When do you expect the Business Combination to be completed?

A:

It is currently anticipated that the Business Combination will be consummated promptly following the Endurance extraordinary general meeting, which is set for           , 2022; however, such meeting could be adjourned or postponed to a later date, as described above. The Closing is also subject to the approval of the holders of SatixFy Ordinary Shares, SatixFy Preferred Shares and certain individual holders of SatixFy Preferred Shares, as well as other customary closing conditions. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing of the Transactions.”

Q:

What do I need to do now?

A:

Endurance urges you to carefully read and consider the information contained in this proxy statement/​prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or a warrant holder of Endurance. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:

When and where will the extraordinary general meeting take place?

A:

The extraordinary general meeting will be held on           , 2022, at a.m., Eastern Time, solely over the Internet by means of a live audio webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://​           and following the instructions set forth below. In order to maintain the interactive nature of the extraordinary general meeting, virtual attendees who have registered for the meeting and entered a valid control number will be able to:

•

vote via the web portal during the extraordinary general meeting webcast; and

•

submit questions or comments to Endurance’s directors and officers during the extraordinary general meeting by typing in the “Submit a question” box.

A separate conference line to allow participants to communicate with each other during the extraordinary general meeting will also be made available.

Q:

How do I attend the Extraordinary General Meeting?

A:

The extraordinary general meeting will be held virtually. To register for and attend the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of Endurance ordinary shares:

•

Shares Held of Record.   If you are a record holder, and you wish to attend the virtual extraordinary general meeting, go to https://​           , enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to register for the online meeting” link at the top of the page. Immediately prior to the start of the extraordinary general meeting, you will need to log back into the meeting site using your control number.

•

Shares Held in Street Name.   If you hold your shares in “street” name, which means your shares are held of record by a broker, bank or nominee, and you wish to attend the virtual extraordinary general meeting, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their bank, broker or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and

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instructions for entering the extraordinary general meeting. “Street” name holders should contact Continental on or before           , 2022.

Endurance shareholders will also have the option to listen to the extraordinary general meeting by telephone by calling:

•

Within the U.S. and Canada:       (toll-free)

•

Outside of the U.S. and Canada:       (standard rates apply)

The passcode for telephone access is           . You will not be able to vote or submit questions unless you register for and log in to the extraordinary general meeting webcast as described above.

Q:

How do I vote?

A:

If you are a holder of record of Endurance ordinary shares at the close of business on the record date, there are two ways to vote your Endurance ordinary shares at the extraordinary general meeting:

•

By Mail.   You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope and, in any event so as to be received by Endurance no later than at                 a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of Endurance’s board of directors. Proxy cards received after a matter has been voted upon at the extraordinary general meeting will not be counted.

•

In Person.   You may attend the extraordinary general meeting virtually over the Internet by joining the live audio webcast and voting electronically by submitting a ballot through the web portal during the extraordinary general meeting webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://​           and following the instructions set forth on your proxy card. See “Questions and Answers about the Business Combination and the Extraordinary General Meeting — When and where will the extraordinary general meeting take place?” for more information.

If you hold your Endurance ordinary shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the Endurance ordinary shares you beneficially own are properly counted. If you hold your Endurance ordinary shares in “street name” and you wish to attend the extraordinary general meeting virtually and vote, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street name” holders should contact Continental Stock Transfer & Trust Company on or before            , 2022.

Q:

If my Endurance Public Shares are held in “street name,” will my broker, bank or nominee automatically vote my Endurance Public Shares for me?

A:

No. Your broker, bank or other nominee cannot vote your Endurance Public Shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three

26

proposals described in this proxy statement/prospectus if a beneficial owner of Endurance Public Shares held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be permitted under Nasdaq rules to be voted at the meeting, and thus will not be counted as present or represented by proxy at the meeting.

Q:

May I change my vote after I have mailed my signed proxy card?

A:

Yes. If you are a holder of record of Endurance ordinary shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card to Endurance’s transfer agent with a later date so that it is received no later than at                 a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

•

you may notify Endurance’s transfer agent in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

•

you may attend the live audio webcast of the extraordinary general meeting and vote electronically, although your attendance alone will not revoke any proxy that you have previously given.

If you hold your Endurance ordinary shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee. If you hold your shares in “street name” and wish to virtually attend the extraordinary general meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q:

What constitutes a quorum for the extraordinary general meeting?

A:

A quorum is the minimum number of Endurance ordinary shares that must be present to hold a valid meeting. A quorum will be present at the Endurance extraordinary general meeting if a majority of the voting power of the issued and outstanding Endurance ordinary shares entitled to vote at the meeting are represented at the virtual extraordinary general meeting or by proxy. As of the record date, 12,500,001 Endurance ordinary shares would be required to achieve a quorum. Abstentions will be counted as present for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. The Sponsor is a record holder and is entitled to vote an aggregate of approximately 14.3% of the issued and outstanding Endurance ordinary shares. The Sponsor has agreed to appear at the extraordinary general meeting to establish a quorum for the purpose of approving the proposals. In addition to the Endurance ordinary shares held by the Sponsor, Endurance would need 8,930,001 Endurance ordinary shares, or approximately 35.7%, of the 25,000,000 issued and outstanding Endurance ordinary shares to appear at the meeting in order to establish a quorum.

Q:

What shareholder vote thresholds are required for the approval of each proposal brought before the extraordinary general meeting?

A:

The proposals to be presented at the extraordinary general meeting will require the following votes:

•

Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present. The Transactions will not be consummated if Endurance has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

•

Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding at least two-thirds of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

•

Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative

27

vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

The Sponsor, Endurance’s officers, directors and advisors and the anchor investors in the Endurance IPO that received Founder Shares are record holders and are entitled to vote an aggregate of 20.0% of the issued and outstanding Endurance ordinary shares. The Sponsor and Endurance’s officers, directors and advisors have agreed to vote any Endurance equity securities, including the Founder Shares, held by them in favor of the Business Combination. Additionally, the anchor investors have agreed to vote any Founder Shares held by them in favor of the Business Combination. Assuming only a majority of all the Endurance ordinary shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Founder Shares held by the Sponsor, Endurance directors and advisors and the anchor investors, Endurance would need 3,333,334 Endurance Public Shares, or approximately 16.7%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 1,250,001 Endurance Public Shares, or approximately 6.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved. Assuming all of the Endurance Public Shares entitled to vote at the extraordinary general meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Endurance ordinary Shares held by the Sponsor, Endurance directors and advisors and the anchor investors, Endurance would need 11,666,667 Endurance Public Shares, or approximately 58.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 7,500,001 Endurance Public Shares, or approximately 37.5%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved. We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Brokers are not entitled to vote on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal absent voting instructions from the beneficial holder. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement/prospectus, if a beneficial owner of Endurance Public Shares held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be permitted under Nasdaq rules to be voted at the meeting, and thus will not be counted as present or represented by proxy at the meeting.

Q:

What happens if I fail to take any action with respect to the extraordinary general meeting?

A:

If you fail to take any action with respect to the extraordinary general meeting and fail to redeem your Endurance Public Shares following the procedure described in this proxy statement/prospectus and the Business Combination is approved by the Endurance shareholders and consummated, you will become a shareholder of SatixFy.

If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Endurance, as applicable, and Endurance will continue to search for another target business with which to complete an initial business combination. If Endurance does not complete an initial business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right

28

to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating.

Q:

What should I do with my share and/or warrant certificates?

A:

Warrant holders and those Endurance Public Shareholders who do not elect to have their Endurance Public Shares redeemed for a pro rata share of the Trust Account should wait for instructions from Endurance’s transfer agent regarding what to do with their certificates. Endurance Public Shareholders who exercise their redemption rights must deliver their share certificates to Endurance’s transfer agent (either physically or electronically) no later than two (2) business days prior to the extraordinary general meeting as described above.

Upon consummation of the Transactions, the Endurance warrants, by their terms, will entitle holders to purchase shares of SatixFy. Therefore, warrant holders need not deliver their warrants to Endurance or SatixFy at that time.

Q:

What should I do if I receive more than one set of voting materials?

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Endurance ordinary shares.

Q:

What are the U.S. federal income tax consequences to me if I exercise my redemption rights?

A:

A U.S. Holder (as defined below) who exercises its redemption rights will receive cash in exchange for the tendered shares, and either will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a nontaxable recovery of basis in its investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “U.S. Federal Income Tax Considerations — U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to Endurance ordinary shares.”

Q:

What are the U.S. federal income tax consequences of the Business Combination to me?

A:

It is intended that the Business Combination qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) with respect to U.S. Holders of the Endurance ordinary shares and/or Endurance warrants. However, there are significant factual and legal uncertainties as to whether the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If any requirement for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not met, then a U.S. Holder of Endurance ordinary shares and/or Endurance warrants generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of SatixFy Ordinary Shares and/or SatixFy Warrants, as applicable, received in the Business Combination, over such U.S. Holder’s aggregate tax basis in the corresponding Endurance ordinary shares and/or Endurance warrants surrendered by such U.S. Holder in the Business Combination. Even if the Business Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“PFIC”) rules, as described in more detail below under “U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Application of the PFIC Rules to the Business Combination.”

U.S. Holders of Endurance ordinary shares and/or Endurance warrants should consult their tax advisors to determine the tax consequences if the Business Combination does not qualify as a “reorganization” within

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the meaning of Section 368(a) of the Code and the application of the PFIC rules to their specific situation in connection with the Business Combination.

Q:

Who can help answer my questions?

A:

If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact:

Endurance Acquisition Corp.
630 Fifth Avenue, 20th Floor
New York, NY 10111
Tel: (646) 585-8975
Attn: Richard Davis
Email: info@enduranceacquistion.com

You may also contact the proxy solicitor for Endurance at:

You may also obtain additional information about Endurance from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Endurance Public Shares and you intend to seek redemption of your shares, you will need to deliver your shares (either physically or electronically) to Endurance’s transfer agent at the address below at least two (2) business days prior to the vote at the extraordinary general meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail:       

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SUMMARY

This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. You should carefully read the entire proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus, including the annexes, to fully understand the Business Combination Agreement, the Business Combination and the other matters being considered at the extraordinary general meeting of Endurance shareholders. For additional information, see “Where You Can Find More Information” beginning on page 339. Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.

The Parties to the Business Combination

SatixFy Communications Ltd.

SatixFy is a vertically integrated satellite communications systems provider using its own semiconductors, focused on designing chips and systems that serve the entire satellite communications value chain — from the satellite payload to user terminals. SatixFy creates chip technologies capable of enabling satellite-based broadband delivery to markets around the world. Since SatixFy commenced operations in June 2012, through December 31, 2021 it has invested over $180 million in research and development to create what we believe are the most advanced satellite communications and ground terminal chips in the world.

SatixFy develops advanced Application-Specific and Radio Frequency Integrated Circuit chips based on technology designed to meet the requirements of a variety of satellite communications applications, mainly for Low Earth Orbit, Medium Earth Orbit (“MEO”) and Geostationary (“GEO”) satellite communications systems, Aerospace/In Flight Connectivity systems and Communications-on-the-Move applications such as public transportation and maritime connectivity. Our chip technology supports Electronically Steered Multibeam Antennas, digital beamforming and beam-hopping, on-board processing for payloads and Software Defined Radio modems — each of which will be critical for providing optimized access to Low Earth Orbit (“LEO”) satellite constellations.

SatixFy was organized as a limited liability company organized under the laws of the State of Israel in June 2012. The mailing address of SatixFy’s principal executive office is c/o SatixFy Communications Ltd., Attention: Legal, 12 Hamada St., Rehovot 670315 Israel and its telephone number is +(972) 8-939-3200.

Endurance Acquisition Corp.

Endurance was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Endurance was incorporated as a Cayman Islands exempted company on April 23, 2021.

On September 17, 2021, Endurance consummated the Endurance IPO of 20,000,000 units, with each unit consisting of one (1) Endurance Class A ordinary share and one-half (1/2) of one (1) Endurance Public Warrant, with each whole warrant entitling the holder thereof to purchase one whole Class A Ordinary Share at a price of $11.50 per share. The Endurance Public Warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of the initial business combination or earlier upon redemption or Endurance’s liquidation. The units from the Endurance IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Simultaneously with the closing of the Endurance IPO, Endurance completed the private sale of an aggregate of 7,630,000 Endurance Private Warrants in a private placement to the Sponsor, which purchased 6,630,000 Endurance Private Warrants, and Cantor, the representative of the underwriters, which purchased 1,000,000 Endurance Private Warrants, generating gross proceeds to Endurance of $7,630,000 in the aggregate. A total of $201,000,000, comprised of the net proceeds of the Endurance IPO and the sale of the private placement warrants was deposited into the Trust Account, net of underwriting discounts and commissions and other costs and expenses, which became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of the record date, there was approximately $      held in the Trust Account.

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Endurance Units, Endurance Public Shares and the Endurance Public Warrants are currently listed on Nasdaq under the symbols “EDNCU,” “EDNC” and “EDNCW,” respectively.

The mailing address of Endurance’s principal executive office is 630 Fifth Avenue, 20th Floor, New York, NY, 10111 and its telephone number is (646) 585-8975.

SatixFy MS

Merger Sub is a newly formed Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for SatixFy.

Organizational Structure Following the Business Combination

The following chart illustrates the structure of the combined company immediately following the Business Combination:

*Relative ownership percentages give effect to the issuance of the Price Adjustment Shares, but do not give effect to the potential dilutive impact of any Permitted Interim Financing. The “no redemption scenario” and “maximum redemption scenario” presented in the following footnotes are subject to the same assumptions as described above under the section entitled “Questions and Answers About the Business Combination and the Extraordinary General Meeting — Q: What equity stake will current SatixFy shareholders and current Endurance shareholders hold in the combined company immediately after the completion of the Business Combination, and what effect will potential sources of dilution have on the same?”

(1)

No Redemption Scenario:   SatixFy shareholders will hold approximately 68.7% of the SatixFy Ordinary Shares outstanding immediately following the consummation of the Business Combination.

Maximum Redemption Scenario:   SatixFy shareholders will hold approximately 88.0% of the SatixFy Ordinary Shares outstanding immediately following the consummation of the Business Combination.

(2)

No Redemption Scenario:   Endurance public shareholders will hold approximately 24.1% of the SatixFy Ordinary Shares outstanding immediately following the consummation of the Business Combination.

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Maximum Redemption Scenario:   Endurance public shareholders will hold approximately 2.8% of the SatixFy Ordinary Shares outstanding immediately following the consummation of the Business Combination.

(3)

No Redemption Scenario:   The PIPE Investors and Sponsor related parties will hold approximately 6.9% of the SatixFy Ordinary Shares outstanding immediately following the consummation of the Business Combination.

Maximum Redemption Scenario:   The PIPE Investors and Sponsor related parties will hold approximately 8.9% of the SatixFy Ordinary Shares outstanding immediately following the consummation of the Business Combination.

Business Combination Agreement (page 162)

The terms and conditions of the merger of Merger Sub with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy, are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.

Pro Forma Capitalization

The pro forma equity valuation of SatixFy upon consummation of the Transactions is estimated to be approximately $653 million, assuming no redemptions. We estimate that, immediately after the Closing, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles and that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Equity Line of Credit or SatixFy Warrants, the existing shareholders of SatixFy will own approximately 68.7% of the outstanding SatixFy Ordinary Shares, Endurance Public Shareholders (together with holders of Founder Shares other than the Sponsor) will own approximately 24.1% of the outstanding SatixFy Ordinary Shares, the Sponsor, together with affiliates of the Sponsor that will receive PIPE Units, will own approximately 4.8% of the outstanding SatixFy Ordinary Shares and the PIPE Investors (excluding affiliates of the Sponsor) will own approximately 2.2% of the outstanding SatixFy Ordinary Shares. Assuming maximum redemption by Endurance Public Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Equity Line of Credit or SatixFy Warrants, it is anticipated that the existing shareholders of SatixFy will own approximately 88.0% of the outstanding SatixFy Ordinary Shares, Endurance Public Shareholders (together with holders of Founder Shares other than the Sponsor) will own approximately 2.8% of the outstanding SatixFy Ordinary Shares, the Sponsor, together with affiliates of the Sponsor who will receive PIPE Units, will own approximately 6.1% of the outstanding SatixFy Ordinary Shares and the PIPE Investors (excluding affiliates of the Sponsor) will own approximately 2.7% of the outstanding SatixFy Ordinary Shares. Both scenarios reflect the Price Adjustment Shares and Unvested Sponsor Interests, all of which are entitled to voting and economic rights, but are not included in the calculation of pro forma basic loss per share because they remain subject to vesting and forfeiture and are not reflected in the calculation of pro forma diluted loss per share because the effect of their inclusion would be anti-dilutive. See “Unaudited Pro Form Condensed Combined Financial Information.”

Merger Consideration

On March 8, 2022, Endurance entered into the Business Combination Agreement with SatixFy and Merger Sub. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Endurance, with Endurance surviving the merger. The Business Combination Agreement was amended on June 13, 2022. As a result of the Business Combination, and upon consummation of the Business Combination and the Transactions, Endurance will become a wholly owned subsidiary of SatixFy, with the shareholders of Endurance becoming shareholders of SatixFy.

Prior to the Effective Time, each SatixFy Preferred Share will be converted into one SatixFy Ordinary Share. Immediately following the Preferred Share Conversion, but prior to the Effective Time, SatixFy will effect the Pre-Closing Recapitalization, pursuant to which each issued and outstanding SatixFy Ordinary

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Share will be converted into a number of SatixFy Ordinary Shares determined by multiplying each such SatixFy Ordinary Share by multiplying each such SatixFy Ordinary Share by the quotient of (a) the Adjusted Equity Value per share and (b) $10.00. The Adjusted Equity Value per share is calculated as (a) $365,000,000 plus (ii) the Aggregate Vested Company Option Price, plus (iii) Aggregated Warrant Exercise Price, divided by (b) the Fully Diluted Company Capitalization. Additionally, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy Option outstanding and unexercised immediately prior to the Effective Time, will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such option by the Exchange Ratio and the per share exercise price will determined by dividing the exercise price of such option immediately prior to the Effective Time by the Exchange Ratio. In addition, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy warrant outstanding prior to the Effective Time will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such warrant by the Exchange Ratio and the per share exercise price will be determined by dividing the per share exercise price of such warrant immediately prior to the Effective Time by the Exchange Ratio. Nearly all SatixFy warrants issued and outstanding prior to the Effective Time will be exercised on a cashless basis assuming a then price per share equal to $10.00, and no SatixFy warrants shall survive after the Effective Time with any other warrant being cashed out.

Pursuant to the Business Combination Agreement and assuming the Pre-Closing Recapitalization has occurred, at the Effective Time, (i) each Endurance ordinary share (excluding treasury shares, redeeming Endurance Public Shares and Dissenting Endurance Shares), will be exchanged for one SatixFy Ordinary Share and (ii) each outstanding Endurance warrant will be assumed by SatixFy and will become a warrant exercisable for one SatixFy Ordinary Share (subject the terms and conditions of the SatixFy Warrant Assumption Agreement). Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles and that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the shareholders of SatixFy (including certain members of SatixFy’s management) are expected to own approximately 68.7% of the SatixFy Ordinary Shares (including the Price Adjustment Shares), the Sponsor, together with affiliates of the Sponsor that will receive PIPE Units, is expected to own approximately 4.8% of the SatixFy Ordinary Shares (including the Price Adjustment Shares) and the Endurance Public Shareholders (together with holders of Founder Shares other than the Sponsor) and the PIPE Investors (excluding affiliates of the Sponsor) are expected to own approximately 24.1% and 2.1% of the outstanding SatixFy Ordinary Shares, respectively. The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter, any draws on the Equity Line of Credit, any Permitted Interim Financing or any transactions that may be entered into after the date hereof.

Agreements Entered Into in Connection with the Business Combination Agreement (page 179)

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Endurance and SatixFy entered into Subscription Agreements with certain investors. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and SatixFy agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the Business Combination, an aggregate of 2,910,000 PIPE Units consisting of (i) one PIPE Share and (ii) one-half of one PIPE Warrant exercisable for one SatixFy Ordinary Share at a price of $11.50 per share for a purchase price of $10.00 per unit, for gross proceeds of $29,100,000, on the terms and subject to the conditions set forth in the applicable Subscription Agreement. Affiliates of the Sponsor agreed to purchase $10,000,000 of SatixFy units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors. The ordinary shares and the warrants which comprise the units are not attached and will trade separately without any instruction or detachment obligations on the part of SatixFy, the PIPE Investors or the warrant agent.

The warrants will be issued in the form attached as an exhibit to the PIPE Warrant Agreement. Each whole warrant entitles the holder to one SatixFy ordinary share with an exercise price $11.50 per share. The PIPE Warrants are also subject to adjustment for other customary adjustments for stock dividends, stock splits and similar corporate actions. The PIPE Warrants will be exercisable for a period of five years following the closing. The terms of the PIPE Warrants are substantially the same as the existing Endurance warrants.

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Pursuant to the terms of the Subscription Agreements, SatixFy will deliver 1,175,192 ordinary shares issuable to SatixFy shareholders and 391,731 ordinary shares on behalf of the Sponsor into an escrow account (collectively, the “Escrow Shares”). To the extent that pursuant to the terms of the Subscription Agreements, any amount of Sponsor Interests deposited into the Escrow Account pursuant to Section 2 of the Subscription Agreements are released from the escrow account to a PIPE Investor pursuant to the terms of Section 2 of the Subscription Agreements (the “Forfeiture” and such forfeited Sponsor Interests, the “Forfeited Sponsor Interests”), then an amount of Unvested Sponsor Interests (as defined below) that remain subject to vesting equal to the Forfeited Sponsor Interests shall vest effective as of the date any such Forfeited Sponsor Interests are released from the Escrow Account to a PIPE Investor, which Unvested Sponsor Interests shall vest on a pro rata basis as between the Unvested Sponsor Interests subject to vesting at each of the three measurement periods.

As described above, pursuant to the terms of the Subscription Agreements, SatixFy will deliver the Escrow Shares into the escrow account. For the purpose of the Subscription Agreements, the PIPE VWAP means the per share volume weighted average price of the SatixFy Ordinary Shares (the “PIPE VWAP”) and the measurement period means the period of thirty (30) consecutive calendar days ending on the sixtieth (60th) day after the Effectiveness Date of the Registration Statement (the “PIPE Measurement Period,” collectively the “PIPE Measurement Period VWAP”). The Escrow Shares will be released in pro rata portions as follows:

•

In the event that the PIPE Measurement Period VWAP, is less than $10.00 per ordinary share, then the PIPE Investor shall be entitled to receive ordinary shares equal to the product of (x) the number of shares issued to the PIPE Investor at the closing as part of the units held through the last date of the PIPE Measurement Period (the “PIPE Measurement Date”), multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the PIPE Measurement Period VWAP and (B) the denominator of which is the PIPE Measurement Period VWAP. In the event that the PIPE Measurement Period VWAP is less than $6.50, the PIPE Measurement Period VWAP, for the purposes of this calculation shall be deemed to be $6.50.

•

In the event that the PIPE Measurement Period VWAP is equal to or more than $10.00 per ordinary share, all Escrow Shares will be released to the Sponsor and SatixFy shareholders, respectively.

The sale of units to the PIPE Investors pursuant to the Subscription Agreements will be consummated substantially concurrently with the closing of the Business Combination. The Subscription Agreements contain customary representations and warranties of SatixFy, Endurance, and each PIPE Investor and contains customary conditions to closing including, among other things, the accuracy of the representations and warranties as of the closing, the delivery of the purchase price and Escrow Shares into the Escrow Account, and the consummation of the Transactions, provided that the terms of the Business Combination Agreement have not been amended or waived in a manner that materially and adversely affects the economic benefits that the PIPE Investors (in their capacity as such) would reasonably expect to receive under the Subscription Agreements.

SatixFy agreed to file a registration statement registering the resale of the PIPE Shares, the PIPE Warrants and the ordinary shares underlying the PIPE Warrants within thirty (30) days after consummation of the Transactions. SatixFy agreed to issue 225,000 SatixFy Ordinary Shares to Cantor upon the consummation of the Business Combination in a private placement for its services as a placement agent in connection with the PIPE Financing.

PIPE Warrant Agreement

Upon the closing of the Business Combination, and in connection with the Subscription Agreements pursuant to which SatixFy has agreed to sell the PIPE Units to the PIPE Investors, SatixFy and Continental will enter into a warrant agreement, pursuant to which SatixFy will issue 1,455,000 SatixFy Warrants, each entitling the warrant holder to purchase one (1) SatixFy Ordinary Share at an exercise price of $11.50 per share, subject to adjustment and on the terms and subject to the limitations described therein. The PIPE Warrants will be issued on terms identical to the Endurance Public Warrants (and, accordingly, the SatixFy Public Warrants, via the SatixFy Warrant Agreement) in all material respects, except that (i) the PIPE Warrants will bear a unique CUSIP identifier, (ii) the PIPE Warrants will be subject to the resale

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restrictions and registration rights set forth in the Subscription Agreements, and (iii) the PIPE Warrants will bear a book-entry restrictive legend until registered with the SEC under an effective registration statement.

Amended and Restated Shareholders’ Agreement

Concurrently with the execution of the Business Combination Agreement, SatixFy, the Sponsor, Endurance, the directors and advisors of Endurance and certain security holders of SatixFy entered into the A&R Shareholders’ Agreement pursuant to which various parties to the A&R Shareholders’ Agreement will be entitled customary demand and/or piggyback registration rights, in each case subject to certain limitations set forth in the A&R Shareholders’ Agreement. In addition, the A&R Shareholders’ Agreement provides that SatixFy will pay certain expenses relating to such registrations and indemnify the security holders against certain liabilities. The rights granted under the A&R Shareholders’ Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to SatixFy securities, and all such prior agreements shall be terminated. In addition, pursuant to the Amended and Restated Registration Rights Agreement of Endurance (the “A&R Registration Rights Agreement”), the holders thereof agreed to the same registration rights granted to the A&R Shareholders Agreement and to be treated as if they were a holder thereunder.

Additionally, under the A&R Shareholders’ Agreement, the shareholders of SatixFy who are a party thereto have agreed, and (the directors and advisors of Endurance have agreed) not to transfer their SatixFy ordinary shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter. In SatixFy’s amended and restated articles of association, the shareholders of SatixFy who are shareholders immediately prior to the closing date of the Business Combination (other than the affiliates of Francisco Partners) are not permitted to transfer their SatixFy ordinary shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter. Pursuant to the A&R Registration Rights Agreement, the holders thereof have agreed not to transfer their SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Letter Agreement, which was subsequently amended by the First Sponsor Letter Amendment and the Second Sponsor Letter Amendment (each defined herein), in favor of SatixFy and Endurance, pursuant to which it has agreed to (i) vote all of the Founder Shares and any other equity securities of Endurance beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination proposed by the Endurance board of directors at the extraordinary general meeting of Endurance shareholders called to approve the Business Combination, (ii) appear at such meeting for the purpose of establishing a quorum, (iii) vote all such shares against any action that would reasonably be expected to materially impede, interfere with, delay, postpone, or adversely affect the Business Combination or any of the other Transactions contemplated by the Business Combination Agreement, (iv) not to transfer, assign, or sell such Endurance shares and warrants (or shares and warrants of SatixFy issuable to it upon consummation of the Business Combination) it owns (the “Sponsor Interests”) (a) prior to the consummation of the Business Combination, except to certain permitted transferees, and (b) for a period of one hundred eighty (180) days following the closing date of the Business Combination, subject to certain exceptions, and (v) waive any adjustment to the Initial Conversion Ratio (as defined in the Endurance Articles) that would otherwise apply pursuant to the amended and restated memorandum and articles of association, and to any other anti-dilution protections or other rights with respect to the Founder Shares or otherwise, as a result of the Transactions. Additionally, the Sponsor agreed not to redeem any Endurance ordinary shares in connection with any shareholder approval of the Business Combination and to waive anti-dilution protections.

The Sponsor has agreed, pursuant to the Second Sponsor Letter Amendment, to irrevocably forfeit and surrender to the Company for cancellation, immediately prior to the consummation of the Business Combination, but conditioned upon the Closing and for no consideration, 800,000 Founder Shares which would otherwise be converted into SatixFy Ordinary Shares upon consummation of the Business Combination.

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The Sponsor has further agreed that if the Aggregate Transaction Proceeds immediately prior to the Effective Time are less than $115,000,000, then 628,000 Founder Shares and 2,652,000 Endurance Private Warrants (together with the shares underlying such warrants), which would otherwise be converted into SatixFy Ordinary Shares and SatixFy Private Warrants, respectively, upon consummation of the Business Combination, shall be subject to the vesting provisions set forth below. All shares and warrants subject to such vesting shall be referred to as the “Unvested Sponsor Interests”:

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

In the event of a SatixFy change in control transaction within five years following the closing of the Business Combination, all of the Unvested Sponsor Interests not earlier vested will vest immediately prior to the closing of such change in control. If the aforementioned conditions are not met within five years following the closing of the Business Combination, all of the Unvested Sponsor Interests not earlier vested will be forfeited. Additionally, to the extent the Sponsor forfeits any Escrow Shares (as defined and described above under “— Subscription Agreements”) to the PIPE Investors, an equal number of the Unvested Sponsor Interests will vest immediately.

The Aggregate Transaction Proceeds means an amount equal to (a) the aggregate cash proceeds to be released to Endurance from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after, for the avoidance of doubt, giving effect to the exercise of Endurance’s Shareholder Redemption Rights but before release of any other funds), minus (b) Endurance’s expenses, minus (c) the Company’s expenses, plus (d) the aggregate proceeds from the Debt Financing less cash expenses incurred by the Company and its Subsidiaries in connection with the Debt Financing, plus (e) the aggregate proceeds received by the Company pursuant to any Permitted Interim Financing from any investor with whom Sponsor or such affiliate has a material relationship and that is first identified to the Company by Sponsor or its affiliates less cash expenses incurred by the Company and its Subsidiaries in connection with such sale, plus (f) the aggregate proceeds received by the Company in connection with the Closing from the PIPE Financing, plus (g) the aggregate proceeds received by or available to the Company under the Backstop Facility, if the Backstop Facility has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith, plus (h) $37,500,000 attributable to securities that can be sold pursuant to the Equity Line of Credit, if the Equity Line of Credit has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith.

The Sponsor has further agreed pursuant to the First Sponsor Letter Amendment that, with respect to any Endurance working capital loan (or other similar loan of funds) that is or may be convertible into warrants or other securities (derivative or otherwise) of Endurance, the Company or any of their respective Subsidiaries, Endurance and the Sponsor will take all actions within their powers so as to ensure that no more than $200,000 in aggregate amount of such Endurance working capital loans shall be converted into such warrants or other securities (derivative or otherwise), notwithstanding any applicable provisions of the Warrant Agreement, the Assumed Warrant Agreement or any other agreement.

SatixFy Transaction Support Agreements

Concurrently with the execution of the Business Combination Agreement, certain shareholders of SatixFy entered into the SatixFy Transaction Support Agreements with Endurance and SatixFy, pursuant

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to which, among other things, they agreed to (i) vote (or cause to be voted, as applicable) the covered shares in favor of all of the matters, actions and proposals necessary to consummate the Transactions contemplated by the Business Combination Agreement, (ii) appear at such meeting or otherwise cause the covered shares to be counted as present at the SatixFy shareholder meeting for purposes of constituting a quorum, (iii) vote (or cause to be voted, as applicable) the covered shares against any proposals which are in competition with or materially inconsistent with, the Business Combination Agreement, not to transfer, assign, or sell their respective shares, except to certain permitted transferees, prior to the consummation of the Transactions and (iv) consent to the transactions contemplated by the Business Combination Agreement. Further, as noted earlier and agreed to in the Transaction Support Agreements, the SatixFy shareholders agree not to transfer their SatixFy ordinary shares, except to certain permitted transferees and subject to the amended and restated articles of association of SatixFy. The SatixFy shareholders who entered into the SatixFy Transaction Support Agreements represent the requisite percentage of the vote need to approve all such actions subject to a vote. The SatixFy warrant holders have also agreed to the treatment of warrants set forth in the Business Combination Agreement or have otherwise exercised such warrants prior to the date hereof.

The SatixFy shareholders who entered into the SatixFy Transaction Support Agreements represent the requisite percentage of the vote need to approve all such actions subject to a vote of shareholders of SatixFy.

SatixFy Warrant Assumption Agreement

Upon the closing of the Business Combination, SatixFy, Endurance and Continental, as warrant agent, will enter into the SatixFy Warrant Assumption Agreement. Such agreement will amend and restate the Existing Endurance Warrant Agreement between Endurance and Continental, to provide for the assignment by Endurance of all its rights, title and interest in the outstanding warrants of Endurance to, and the assumption of such warrants by, SatixFy. Pursuant to the SatixFy Warrant Agreement, all Endurance warrants under the Existing Endurance Warrant Agreement will no longer be exercisable for Endurance Class A ordinary shares, but instead will be exercisable for SatixFy Ordinary Shares.

Equity Line of Credit

Concurrently with the execution of the Business Combination Agreement, SatixFy and CF Principal Investments entered into that certain CF Purchase Agreement and that certain CF Registration Rights Agreement in connection with the Equity Line of Credit. Pursuant to the CF Purchase Agreement, following the Closing, the Company has the right to sell to CF Principal Investments up to the lesser of (i) $75,000,000 of newly issued SatixFy Ordinary Shares and (ii) the number of shares equal to 19.99% of the voting power or number of SatixFy Ordinary Shares issued and outstanding after giving effect to the Business Combination and other transactions contemplated by the Business Combination Agreement (the “Exchange Cap”), subject to certain exceptions as provided in the CF Purchase Agreement.

Upon the satisfaction of the conditions to CF Principal Investments’ purchase obligation set forth in the CF Purchase Agreement (the “Commencement”), including, pursuant to the CF Registration Rights Agreement, having a registration statement covering the resale of the shares to be purchased pursuant to the CF Purchase Agreement declared effective by the SEC and a final prospectus relating thereto filed with the SEC, SatixFy will have the right, but not the obligation, from time to time at its sole discretion over the 36-month period from and after the Commencement, to direct CF Principal Investments to purchase up to a specified maximum amount of its ordinary shares as set forth in the Purchase Agreement by delivering written notice to CF Principal Investments prior to the commencement of trading of the SatixFy Ordinary Shares on the NYSE on any trading day, so long as all of its ordinary shares subject to all prior purchases by CF Principal Investments under the CF Purchase Agreement have theretofore been received by CF Principal Investments electronically as set forth in the CF Purchase Agreement. The purchase price of the ordinary shares that SatixFy may elect to sell to CF Principal Investments pursuant to the CF Purchase Agreement will be determined by reference to the VWAP defined for this agreement of the SatixFy Ordinary Shares on the date of purchase, which is when SatixFy has timely delivered written notice to CF Principal Investments directing it to purchase its ordinary shares under the CF Purchase Agreement, less a fixed 3.0% discount to such VWAP.

From and after Commencement, SatixFy will control the timing and amount of any sales of its ordinary shares to CF Principal Investments. Actual sales of its ordinary shares to CF Principal Investments

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under the CF Purchase Agreement will depend on a variety of factors to be determined by SatixFy from time to time, including, among other things, market conditions, the trading price of its ordinary shares and SatixFy’s needs for financing resources. The availability of the Equity Line of Credit is conditioned upon the concurrent consummation of the transactions contemplated by the Business Combination Agreement.

Amended and Restated Registration Rights Agreement

Concurrently with the execution of the Business Combination Agreement, Endurance, the Sponsor and Cantor will enter into the A&R Registration Rights Agreement pursuant to which, following completion of the Transactions, the parties to the A&R Registration Rights Agreement will receive the same registration rights as those persons party to the A&R Shareholders’ Agreement. The parties to the A&R Registration Rights Agreement will also be entitled customary demand and/or piggyback registration rights, in each case subject to certain limitations consistent with A&R Shareholders’ Agreement. The rights granted under the A&R Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to SatixFy or Endurance securities, and all such prior agreements shall be terminated.

Debt Financing

On February 1, 2022, SatixFy entered into a credit agreement with Wilmington Savings Fund Society, FSB, as administrative agent (the “Agent”) and the lenders thereunder, each of which is an affiliate of Francisco Partners (the “2022 Credit Agreement”), pursuant to which it borrowed an aggregate principal amount of $55 million in term loans, which are guaranteed by its subsidiaries SatixFy Israel Ltd, SatixFy UK Limited and SatixFy Space Systems UK Ltd. (the “Guarantors”). The obligations under the 2022 Credit Agreement are secured by a lien and security interest over substantially all of SatixFy’s and the Guarantors’ assets. The 2022 Credit Agreement provides that the term loan matures on February 1, 2026, unless the Business Combination is not consummated by February 1, 2023, in which case the loan matures on August 1, 2024 (or August 1, 2025, if certain financial conditions are met). The loan bears interest at a rate of 9.5% per annum, unless the Business Combination is not consummated by February 1, 2023, in which case the interest rate shall automatically increase by 1.00% to 10.50% on March 31, 2024 and by 1.00% to 11.50% on March 31, 2025. Until the earlier of February 1, 2023 or the consummation of the Business Combination, SatixFy may elect to have up to 100% of any outstanding interest amounts due added to the balance of the term loan in lieu of a cash payment. If the Business Combination has not yet been consummated, SatixFy may elect to have up to 75% of any outstanding interest amounts that become due between February 1, 2023 and February 1, 2024, and 50% of any outstanding interest amounts that become due after February 1, 2024, added to the balance of the term loan in lieu of a cash payment. Upon the consummation of the Business Combination, SatixFy is required to make all interest payments in cash. The 2022 Credit Agreement contains customary covenants that restrict the way in which SatixFy may conduct its business and its ability to take certain actions. In particular, it limits SatixFy’s ability to incur additional indebtedness or liens, dispose of assets to third parties and places restrictions on its ability to repurchase shares or pay dividends. The 2022 Credit Agreement also imposes a financial maintenance covenant, requiring that, for so long as SatixFy has a leverage ratio of total debt to Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement) greater than or equal to 6.00 to 1.00, SatixFy must maintain a minimum cash balance of $10 million plus an amount sufficient to cover it and its subsidiaries’ accounts payable that are past 60 days due, which cash is held in deposit accounts subject to a security interest in favor of the Agent for the benefit of the lenders. The 2022 Credit Agreement also contains customary events of default, which provide that the lenders are entitled to automatically accelerate payment of the loans upon the occurrence of an event of default.

In connection with the 2022 Credit Agreement, SatixFy also entered into an equity grant agreement, dated February 1, 2022, pursuant to which it issued 808,907 SatixFy Ordinary Shares (before giving effect to the Pre-Closing Recapitalization) to the lenders under the 2022 Credit Agreement in consideration for the funds borrowed thereunder.

The Proposals (page 115)

At the extraordinary general meeting, Endurance shareholders will be asked to consider and vote on the following proposals:

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1.

The Business Combination Proposal — An ordinary resolution to ratify, approve and adopt the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or restated from time to time) and to which the form of Plan of Merger required by the Cayman Companies Law is appended, a copy of which is attached to this proxy statement/prospectus as Annex A, and the Transactions contemplated therein, including the Business Combination whereby Merger Sub a direct, wholly owned subsidiary of SatixFy, will merge with and into Endurance with Endurance surviving the merger as a wholly owned subsidiary of SatixFy;

2.

The Merger Proposal — A special resolution to authorize and approve the Plan of Merger and the merger of Merger Sub with and into Endurance, with Endurance surviving the merger as a wholly-owned subsidiary of SatixFy, and the issuance of SatixFy Ordinary Shares to Endurance shareholders as merger consideration; and

3.

The Adjournment Proposal — An ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Business Combination Proposal or Merger Proposal or in order to seek withdrawals if Endurance Public Shareholders have elected to redeem an amount of Endurance Public Shares such that Endurance reasonably expects the minimum available cash condition contained in the Business Combination Agreement would not be satisfied.

We also will transact any other business as may properly come before the extraordinary general meeting or any adjournment or postponement thereof.

The closing of the Business Combination is conditioned on approval of the Business Combination Proposal and the Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal,” “Proposal Two — The Merger Proposal” and “Proposal Three — The Adjournment Proposal.”

Date, Time and Place of Extraordinary General Meeting of Endurance’s Shareholders (page 115)

The extraordinary general meeting of Endurance will be held at        a.m. Eastern Time, on      , 2022 and on such other date and at such other place to which the meeting may be adjourned. The meeting will be a virtual meeting conducted via live audio webcast. For the purposes of Cayman Islands law and the Endurance Articles, the physical location of the meeting shall be at the offices of Morrison & Foerster LLP at 250 West 55th Street, New York, New York 10019. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://      and using a control number assigned by Continental, the transfer agent to Endurance. To register and receive access to the virtual meeting, registered shareholders and beneficial holders of Endurance ordinary shares (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

Voting Power; Record Date (page 116)

Endurance shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Endurance ordinary shares at the close of business on        , 2022, which is the record date for the extraordinary general meeting. Shareholders will have one vote for each Endurance ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Endurance’s warrants do not have voting rights. On the record date, there were 25,000,000 Endurance ordinary shares outstanding, of which 20,000,000 were Endurance Public Shares.

Redemption Rights (page 119)

Endurance Public Shareholders may seek to redeem their Endurance Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination

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Proposal. Any Endurance Public Shareholder may demand that Endurance redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $      per share as of      , 2022, the extraordinary general meeting record date), calculated as of two (2) business days prior to the anticipated consummation of the Business Combination in accordance with the Endurance Articles. If a holder properly seeks redemption as described in this section and the Business Combination with SatixFy is consummated, Endurance will redeem these shares for a pro rata portion of funds deposited in the Trust Account calculated in accordance with the Endurance Articles, and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, an Endurance Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Endurance Public Shares. Accordingly, all Endurance Public Shares in excess of 15% held by an Endurance Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Sponsor and the Endurance officers, directors and advisors have entered into a letter agreement with Endurance, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Endurance Class A ordinary shares they may hold in connection with the completion of the Business Combination. The Endurance officers, directors and advisors did not receive any cash consideration for waiving their redemption rights in connection with their purchase of Founder Shares from the Sponsor for $720 in the aggregate. See “Agreements Entered Into In Connection With The Business Combination Agreement — Sponsor Letter Agreement.”

The anchor investors have entered into investment agreements with Endurance, pursuant to which they have also agreed to waive their redemption rights with respect to their Founder Shares in connection with the completion of the Business Combination. At the closing of the Endurance IPO, 1,250,000 Founder Shares were transferred from the Sponsor to the anchor investors for $5,000 in the aggregate in exchange for their participation in the Endurance IPO. The anchor investors did not receive any cash consideration for waiving their redemption rights.

Holders may demand redemption by delivering their Endurance Public Shares, either physically or electronically using Depository Trust Company’s DWAC System, to Endurance’s transfer agent no later than           , 2022 (two (2) business days prior to the extraordinary general meeting). If you hold the shares in “street name,” you will have to coordinate with your broker to have the Endurance Public Shares you beneficially own certificated or delivered electronically. Holders of Endurance Units must elect to separate the Endurance Units into the underlying Endurance Public Shares and the Endurance Public Warrants prior to exercising redemption rights with respect to the Endurance Public Shares. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to Endurance Public Shareholders for the return of their shares. See “Extraordinary General Meeting of Endurance Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your Endurance Public Shares into cash.

Any request for redemption, once made by an Endurance Public Shareholder, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the extraordinary general meeting. If you deliver your Endurance Public Shares for redemption to Endurance’s transfer agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that Endurance’s transfer agent return the shares (physically or electronically). You may make such request by contacting Endurance’s transfer agent at the address listed at the end of this section.

Holders of Endurance warrants will not have redemption rights with respect to the warrants.

Appraisal Rights under the Cayman Companies Law (page 120)

Holders of record of Endurance ordinary shares may have appraisal rights in connection with the Business Combination under the Cayman Companies Law. Holders of record of Endurance ordinary

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shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Endurance ordinary shares must give written objection to the Business Combination to Endurance prior to the shareholder vote to approve the Business Combination and follow the procedures set out in Section 238 of the Cayman Companies Law, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Law which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. These statutory appraisal rights are separate to and mutually exclusive of the right of Endurance Public Shareholders to demand that their Endurance Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Endurance Articles. It is possible that if an Endurance Public Shareholder exercises appraisal rights, the fair value of the Endurance ordinary shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than such holder would obtain if he, she, or it exercised his, her or its redemption rights as described herein. Endurance believes that such fair value would equal the amount that Endurance Public Shareholders would obtain if they exercise their redemption rights as described herein. Endurance shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise Dissent Rights. An Endurance shareholder which elects to exercise Dissent Rights must do so in respect of all of the Endurance ordinary shares that person holds and will lose their right to exercise their redemption rights as described herein. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Endurance Shareholders — Appraisal Rights under the Cayman Companies Law.”

Endurance shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

Endurance’s Board of Directors’ Reasons for the Business Combination (page 138)

Endurance’s board of directors, in evaluating the Business Combination, consulted with Endurance’s management and financial and legal advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement, the Business Combination and the Transactions contemplated thereby are advisable and in the best interests of Endurance and (ii) to recommend that the shareholders adopt the Business Combination Agreement and approve the Business Combination and the Transactions contemplated thereby, Endurance’s board of directors considered a range of factors, including, but not limited to, the factors discussed in the section referenced below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination Agreement, the Business Combination and the Transactions, Endurance’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Endurance’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Endurance’s reasons for the Business Combination and all other information presented in this section and the section referenced below is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data.”

In approving the Business Combination Agreement, the Business Combination and the Transactions, Endurance’s board of directors determined not to obtain a fairness opinion. The officers and directors of Endurance have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination Agreement, the Business Combination and the Transactions. In addition, Endurance’s officers and directors have substantial experience with mergers and acquisitions.

In evaluating the Business Combination Agreement, the Business Combination and the Transactions, Endurance’s board of directors consulted with Endurance’s management, financial, legal and capital markets advisors and discussed with Endurance’s management various industry, commercial, operational and

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financial information of SatixFy. In addition, Endurance’s management, with the assistance of Endurance’s legal, commercial and financial advisors, conducted an extensive financial, operational, industry and legal due diligence review of SatixFy.

Endurance’s board of directors considered a number of factors pertaining to the Business Combination Agreement, the Business Combination and the Transactions as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby. Endurance’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination.

Endurance’s board of directors concluded that the potential benefits that it expected Endurance to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination Agreement, the Business Combination and the Transactions. Accordingly, Endurance’s board of directors unanimously determined that the Business Combination Agreement, the Business Combination and the Transactions contemplated therein were advisable and in the best interests of Endurance. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Endurance’s Board of Directors’ Reasons for the Business Combination.”

Interests of Endurance’s Directors and Officers in the Business Combination (page 122)

In considering the recommendation of Endurance’s board of directors to vote in favor of approval of the Business Combination, Endurance shareholders should keep in mind that the Sponsor and Endurance’s directors and executive officers, and entities affiliates with them, have interests in such proposals that are different from, or in addition to, those of Endurance’s shareholders generally. In particular:

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If the Business Combination with SatixFy or another business combination is not consummated by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. In such event, the 5,000,000 Founder Shares (of which the Sponsor still holds 3,570,000 Founder Shares, and the directors and advisors collectively hold 180,000 Founder Shares), which were originally acquired by the Sponsor for $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised), would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. The 3,570,000 Founder Shares had an aggregate market value of approximately $35.3 million based upon the closing price of Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022. On the other hand, if the Business Combination is consummated, each Endurance ordinary share (including such Founder Shares) will be converted into one SatixFy Ordinary Share subject to adjustment described herein.

•

Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles, that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Sponsor and its affiliates are expected to own approximately 9.8% of the SatixFy Ordinary Shares on a fully diluted basis (which includes (1) 500,000 Price Adjustment Shares, (2) 2,770,000 SatixFy Ordinary Shares received in the Business Combination (after forfeiture of 800,000 Founder Shares), (3) 1,000,000 SatixFy Ordinary Shares as part of the PIPE Units, (4) 6,630,000 SatixFy Ordinary Shares underlying the SatixFy Private Warrants, and (5) 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants). The ownership percentages set forth above do not take into account any draws on the Equity Line of Credit, any Permitted Interim Financing or any transactions that may be entered into after the date hereof.

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•

The Sponsor paid $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) to purchase 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) and $6,630,000 to purchase 6,630,000 Endurance Private Warrants (including 2,652,000 of such warrants which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) in a private placement from Endurance for $1.00 per private warrant. The Founder Shares held by the Sponsor had an aggregate value of approximately $35.3 million based upon the closing price of the Endurance Public Shares of $9.90 per share on Nasdaq on August  17, 2022 and the Endurance Private Warrants held by the Sponsor had an aggregate market value of approximately $729,300 based upon the closing price of the Endurance Public Warrants of $0.11 per Endurance warrant on Nasdaq on August  17, 2022. The Founder Shares and the Endurance Private Warrants will become worthless if Endurance does not consummate a business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles).

•

In connection with the Endurance IPO, the Sponsor transferred 25,000 Founder Shares to each of Mitsui & Co., LTD, Eddie Kato and Simon Cathcart, Endurance’s advisory board members, and 35,000 Founder Shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, Endurance’s independent directors in exchange for $720 in the aggregate. Additionally, in connection with the closing of the Endurance IPO, the anchor investors purchased from the Sponsor an aggregate of 1,250,000 Founder Shares for $5,000 in the aggregate.

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The Sponsor will receive 500,000 Price Adjustment Shares in exchange for providing approximately 1.0 million PIPE Escrow Shares (as defined below) as downside protection for the PIPE Investors. The Price Adjustment Shares will vest at three price adjustment achievement dates. See “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares” for more information about the achievement dates.

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Pursuant to the Unit Subscription Agreements and after the Closing, if the average trading price of the SatixFy Ordinary Shares during the thirty (30) consecutive days ending on the sixtieth (60th) day after the effectiveness of the resale registration statement that will register the PIPE Shares and PIPE Warrants is less than $10.00 per share, there shall be an adjustment such that the Sponsor shall forfeit, and the PIPE Investors (which includes an affiliate of the Sponsor) shall be entitled to receive at the Closing, up to 391,731 SatixFy Ordinary Shares that were issued to the Sponsor and put into the Escrow Account. All such shares will be released from the Escrow Account to the PIPE Investors by the Sponsor if the trading price of the SatixFy Ordinary Shares is $6.50 or lower during the applicable measurement period. Additionally, existing SatixFy shareholders contributed 1,175,192 SatixFy Ordinary Shares otherwise issuable to them upon Closing that are subject to release from escrow to the PIPE Investors on the same terms as the shares contributed by the Sponsor (including forfeiture to the affiliate of the Sponsor that is participating in the PIPE Financing). If the average trading price of the SatixFy Ordinary Shares during the period described above is equal to or greater than $10.00 per share, the Sponsor and the SatixFy shareholders shall have the above mentioned shares returned to them from the Escrow Account.

•

The Sponsor will be subject to a one hundred eighty (180) day lock-up on sales of SatixFy Ordinary Shares after the Closing, which has been reduced from the Endurance IPO.

•

If Endurance is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Endurance for services rendered or contracted for or products sold to Endurance. If Endurance consummates a business combination, on the other hand, Endurance will be liable for all such claims.

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•

The Sponsor and Endurance’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Endurance’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Endurance fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Endurance may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). As of the record date, the Sponsor and Endurance’s officers and directors and their affiliates had incurred approximately $      of unpaid reimbursable expenses.

•

The Business Combination Agreement provides for the continued indemnification of Endurance’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering Endurance’s current directors and officers.

•

Endurance’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Endurance to fund certain capital requirements. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Endurance outside of the Trust Account. As of August 17, 2022, there were no loans outstanding and awaiting reimbursement.

•

The Sponsor has designated Richard C. Davis, to serve as a member of the board of directors of SatixFy following the closing of the Business Combination and, therefore, in the future Mr. Davis will receive any cash fees, stock options or stock awards that SatixFy’s board of directors determines to pay to its non-executive directors.

•

Affiliates of the Sponsor have agreed to invest an aggregate amount of $10.0 million to purchase 1,000,000 PIPE Units in connection with the PIPE Financing to be completed at the closing of the Business Combination.

•

The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after the Business Combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in Endurance and will not be reimbursed for any out-of- pocket expenses if an initial business combination is not completed prior to March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). Thus, if the proposed Business Combination with SatixFy is not consummated, Endurance may seek to complete a business combination with a less favorable target company or on terms less favorable to Endurance shareholders rather than choose to dissolve and liquidate.

The Sponsor paid an aggregate of $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) for 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement), which had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of $9.90 per Endurance Public Share on Nasdaq on August  17, 2022. If the proposed Business Combination with SatixFy is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return post-Business Combination.

•

As a result of multiple business affiliations, Endurance’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the Endurance Articles provide that the doctrine of corporate opportunity will not apply with respect to any of Endurance’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Endurance does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or

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waiver of corporate opportunity materially affected its search for a business combination. Endurance’s management is not aware of any such corporate opportunities not being offered to Endurance and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

Recommendation to Endurance Shareholders (page 116)

Endurance’s board of directors has determined that each of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal to be presented at the extraordinary general meeting is in the best interests of Endurance and recommended that Endurance shareholders vote “FOR” the Business Combination proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

U.S. Federal Income Tax Considerations (page 285)

For a description of material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of Endurance ordinary shares and the ownership and disposition of SatixFy Ordinary Shares and/or SatixFy Warrants, please see “U.S. Federal Income Tax Considerations”.

Certain Material Israeli Tax Considerations (page 296)

For a description of certain material Israeli tax consequences of the ownership and disposition of SatixFy Ordinary Shares and/or SatixFy warrants, please see “Certain Material Israeli Tax Considerations”.

Anticipated Accounting Treatment (page 156)

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Endurance will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of SatixFy issuing shares in the Business Combination for the net assets of Endurance as of the Closing, accompanied by a recapitalization. The net assets of Endurance will be stated at historical cost, with no goodwill or other intangible assets recorded.

SatixFy has determined that it will be the accounting acquirer based on evaluation of the following facts and circumstances:

•

SatixFy’s existing shareholders will have the greatest voting interest in the combined entity under both the No Redemption and Maximum Redemption (both terms, as defined below) scenarios.

•

SatixFy’s directors will represent the majority of the board of directors of the combined company following the consummation of the Business Combination;

•

SatixFy’s senior management will be the senior management of the combined company following the consummation of the Business Combination; and

•

SatixFy is the larger entity based on historical operating activity and its employee base.

The Business Combination, which is not within the scope of IFRS 3 since Endurance does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of SatixFy Ordinary Shares issued over the fair value of Endurance’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Public Warrants (page 312)

The Endurance Public Warrants are identical to the Endurance Private Warrants, except that, so long as the Endurance Private Warrants are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by Endurance except under certain circumstances as described below; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business

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Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

Pursuant to the SatixFy Warrant Assumption Agreement, the Existing Endurance Warrant Agreement between Endurance and Continental, will be amended and restated to provide for the assignment by Endurance of all its rights, title and interest in the outstanding warrants of Endurance to, and the assumption of such warrants by, SatixFy. Pursuant to the SatixFy Warrant Agreement, all Endurance warrants under the Existing Endurance Warrant Agreement will no longer be exercisable for Endurance Class A ordinary shares, but instead will be exercisable for SatixFy Ordinary Shares.

Following the Closing, SatixFy may redeem the SatixFy Public Warrants prior to their exercise at a time that is disadvantageous to you. More specifically:

•

SatixFy will have the ability to redeem outstanding SatixFy Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per SatixFy Public Warrant, provided that the closing price of the SatixFy Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the notice of redemption is sent to the warrant holders (which we refer to as the “Reference Value”), provided that certain other conditions are met.

•

SatixFy will also have the ability to redeem the SatixFy Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, provided the Reference Value of the SatixFy Ordinary Shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), provided that during the 30-day period following notice of the redemption, holders of the public warrants will be entitled to exercise such warrants on a “cashless basis” and to receive a number of SatixFy Ordinary Shares determined by reference to a make-whole table. Please see the subsection entitled “Description of SatixFy Warrants — PublicWarrants”. If the Reference Value of the SatixFy Ordinary Shares is less than $18.00 per share, subject to certain adjustments, the SatixFy Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants. The value received upon exercise of the SatixFy Public Warrants (1) may be less than the value the holders would have received if they had exercised their SatixFy Public Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the SatixFy Public Warrants, including because the number of shares received is capped at 0.361 SatixFy Ordinary Shares per whole warrant (subject to adjustment) irrespective of the remaining life of the SatixFy Public Warrants.

As of August 17, 2022, the closing price for each Endurance Public Share was $9.90. Assuming that the SatixFy Ordinary Shares trade at the same price after the Closing, SatixFy will not be able to redeem the SatixFy Public Warrants prior to their exercise. However, if the price thresholds described above are met or exceeded, redemption of the outstanding SatixFy Public Warrants could force holders (i) to exercise the public warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the public warrants at the then-current market price when the holder might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, is likely to be substantially less than the market value of the public warrants.

In the event that SatixFy elects to redeem all of the redeemable warrants as described above, it will fix a date for the redemption. Notice of redemption will be mailed by first class mail, postage prepaid, by SatixFy not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption via SatixFy’s posting of the redemption notice to DTC.

Comparison of Rights of Shareholders of Endurance and Shareholders of SatixFy (page 322)

If the Business Combination is successfully completed, holders of Endurance ordinary shares will become holders of SatixFy Ordinary Shares and their rights as shareholders will be governed by SatixFy’s

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organizational documents. There are also differences between the laws governing Endurance, a Cayman Islands exempted company, and SatixFy, an Israeli company. Please see “Comparison of Rights of SatixFy Shareholders and Endurance Shareholders” for more information.

Emerging Growth Company

Each of Endurance and SatixFy is, and, following the Business Combination, SatixFy is expected to be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, SatixFy will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and reduced disclosure obligations, including with regard to executive compensation (for which SatixFy will also be eligible so long as it remains a foreign private issuer and such reduced disclosure is permitted by Israeli standards). If some investors find SatixFy’s securities less attractive as a result, there may be a less active trading market for SatixFy’s securities and the prices of SatixFy’s securities may be more volatile.

We are an emerging growth company, as defined in Section 102(b)(1) of the JOBS Act. The JOBS Act exempts emerging growth companies from certain SEC disclosure requirements and standard and we intend to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not limited to, (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) presenting only two years of audited consolidated financial statements until we file our first annual report with the SEC, including in this proxy statement/prospectus, and (3) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or current or future PCAOB rules requiring supplements to the auditor’s report providing additional information about the audit and the consolidated financial statements (critical audit matters or auditor discussion and analysis). Although under the JOBS Act emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies, this exemption does not apply to companies, such as us, reporting under IFRS since IFRS does not provide for different transition periods for public and private companies.

SatixFy will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the date on which SatixFy Ordinary Shares were offered in exchange for Endurance ordinary shares in connection with the Transactions, (b) in which SatixFy has total annual gross revenue of at least $1.07 billion, or (c) in which SatixFy is deemed to be a large accelerated filer, which means that SatixFy has been a reporting company for at least 12 months, has filed an annual report and the market value of SatixFy’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which SatixFy has issued more than $1.00 billion in non-convertible debt securities during the prior rolling three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

As a “foreign private issuer” within the meaning of the rules under the U.S. federal securities laws, SatixFy will be subject to different U.S. securities laws than domestic U.S. issuers and, as such, SatixFy will be permitted to follow the corporate governance practices of its home country, Israel, in lieu of the corporate governance standards of the NYSE applicable to U.S. domestic companies (although SatixFy intends to comply with many of these rules). As a result, SatixFy’s shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to the NYSE corporate governance requirements. The rules governing the information that SatixFy must disclose differ from those governing U.S. companies pursuant to the Exchange Act. SatixFy will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders.

Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer,” SatixFy’s officers and directors and holders

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of more than 10% of the issued and outstanding SatixFy Ordinary Shares, will be exempt from the rules under the Exchange Act requiring insiders to report purchases and sales of ordinary shares as well as from Section 16 short swing profit reporting and liability. See “Risk Factors — Risks Related to Being a Public Company — We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer” and “Management Following the Business Combination — Corporate Governance Practices.”

Regulatory Matters

The parties to the Business Combination Agreement have determined that the business combination does not require a notification and report form to be filed in connection with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and accordingly have waived such condition. Accordingly, the business combination is not subject to any federal or state regulatory requirement or approval, except for the filings with the SEC, the NYSE, Nasdaq, Israel and the Cayman Islands, in each case, that are necessary to effectuate the Business Combination. It is presently contemplated that if any additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors”. Such risks include, but are not limited to:

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SatixFy is an early stage company that has not demonstrated a sustained ability to generate predictable revenues. If SatixFy does not generate revenue as expected, its financial condition will be materially and adversely affected.

•

The global COVID-19 pandemic has harmed and could continue to harm SatixFy’s business, financial condition, and results of operations.

•

SatixFy may face increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect its operations.

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Obtaining customer contracts may require SatixFy to participate in lengthy competitive selection processes that require it to incur significant costs.

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Some of SatixFy’s customers may require its chips and satellite communications systems to undergo a demonstration process that does not assure future sales or customer contracts.

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SatixFy generates a significant percentage of its revenue from certain key customers, and anticipate this concentration will continue for the foreseeable future, and the loss of one or more of its key customers could negatively affect its business and operating results.

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SatixFy may not be able to continue to develop its technology or develop new technologies for its existing and new satellite communications systems.

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Deterioration of the financial conditions of SatixFy’s customers could adversely affect its operating results.

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SatixFy operates in a highly competitive industry and may be unsuccessful in effectively competing in the future.

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SatixFy has incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability.

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SatixFy may not be able to generate sufficient cash to service its indebtedness.

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SatixFy may need to raise additional capital to develop its technology and chips and satellite communications systems. If SatixFy fails to raise sufficient capital or is unable to do so on favorable terms, it might not be able to make the necessary investments in technology development and its operating results may be harmed.

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•

SatixFy’s estimates, including market opportunity estimates and growth forecasts, are subject to inherent challenges in measurement and significant uncertainty, and real or perceived inaccuracies in those metrics and estimates may harm its reputation and negatively affect its business.

•

SatixFy’s results of operations may vary significantly from its expectations or guidance.

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SatixFy may not be able to comply with its contracts with customers, and non-compliance may harm its operations and expose it to potential third-party claims for damages.

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Loss of key employees and the inability to continuously recruit and retain qualified employees could hurt SatixFy’s competitive position.

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SatixFy relies on third parties for manufacturing of its products. SatixFy does not have long-term supply contracts with its foundry or most of its third-party manufacturing vendors, and they may not allocate sufficient capacity to SatixFy at reasonable prices to meet future demands for its solutions.

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SatixFy’s business is subject to a wide range of laws and regulations, many of which are continuously evolving, and failure to comply with such laws and regulations could harm its business, financial condition and operating results.

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SatixFy is subject to risks from its international operations.

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SatixFy relies on its intellectual property and proprietary rights and may be unable to adequately obtain, maintain, enforce, defend or protect its intellectual property and proprietary rights, including against unauthorized use by third parties.

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SatixFy relies on the availability of third-party licenses of intellectual property, and if it fails to comply with its obligations under such agreements or is unable to extend its existing third-party licenses or enter into new third-party licenses on reasonable terms or at all, it could have a material adverse effect on its business, operating results and financial condition.

•

Defects, errors or other performance problems in SatixFy’s software or hardware, or the third-party software or hardware on which it relies, could harm SatixFy’s reputation, result in significant costs to SatixFy, impair its ability to sell its systems and subject it to substantial liability.

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SatixFy is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks and potential liability.

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Changes in SatixFy’s effective tax rate may adversely impact its results of operations.

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Exchange rate fluctuations between the U.S. dollar, the British pound, the Euro and other foreign currencies may negatively affect SatixFy’s future revenues.

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The listing of the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE will not benefit from the process undertaken in connection with an underwritten initial public offering, which could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for SatixFy’s securities.

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SatixFy’s senior management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of its business.

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An active trading market for SatixFy’s equity securities may not develop or may not be sustained to provide adequate liquidity.

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Investors’ rights and responsibilities as SatixFy’s shareholders will be governed by Israeli law, which differs in some respects from the rights and responsibilities of shareholders of non-Israeli companies.

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The market price of SatixFy’s equity securities may be volatile, and your investment could suffer or decline in value.

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SatixFy is expected to be an “emerging growth company” and avail itself of the reduced disclosure requirements applicable to emerging growth companies, which could make its equity securities less attractive to investors.

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SatixFy may lose its foreign private issuer status in the future, which could result in significant additional costs and expenses.

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•

The consummation of the Business Combination is expected to be subject to a number of conditions, many of which will be beyond the control of SatixFy and Endurance, including the approval of the shareholders of Endurance.

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Endurance and SatixFy will incur significant transaction and transition costs in connection with the Business Combination.

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The other matters described in the section titled “Risk Factors”.

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PRICE RANGE OF SECURITIES AND DIVIDENDS

Endurance

Endurance Units, Endurance Public Shares and the Endurance Public Warrants are currently listed on Nasdaq under the symbols “EDNCU”, “EDNC” and “EDNCW”, respectively. Endurance Units commenced trading on Nasdaq on September 15, 2021. Endurance Public Shares and the Endurance Public Warrants commenced trading on Nasdaq on November 5, 2021. The closing price of the Endurance Units, Endurance Public Shares and Endurance Public Warrants on March 7, 2022, the last trading day before announcement of the execution of the Business Combination Agreement, was $9.86, $9.77 and $0.23, respectively. As of         , 2022, the record date for the extraordinary general meeting of Endurance shareholders, the closing price for each Endurance Unit, Endurance Public Share and Endurance Public Warrant was $      , $      , and $      , respectively.

Holders

At the close of business on the record date, there were         holders of record of Endurance Units, 1 holder of record of Endurance Class A ordinary shares,         holders of Endurance Class B ordinary shares and         holders of record of Endurance warrants. These numbers are not representative of the number of beneficial holders of Endurance Class A ordinary shares, nor is it representative of where such beneficial holders reside, since all of these Endurance Class A ordinary shares held of record in the United States were held through CEDE & Co., the nominee company of the Depository Trust Company, on behalf of hundreds of firms of brokers and banks in the United States, who in turn held such shares on behalf of several thousand clients and customers.

Dividends

Endurance has not paid any dividends to its shareholders.

SatixFy

Market Price of SatixFy Ordinary Shares

Historical market price information regarding SatixFy is not provided because there is no public market for its securities. SatixFy is applying to list the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE upon the Effective Time under the ticker symbols “SATX” and “SATXW,” respectively.

Holders

As of the date of this proxy statement/prospectus, SatixFy had 39 holders of record.

Dividends

SatixFy has not paid any dividends to its shareholders. Following the completion of the Business Combination, SatixFy’s board of directors will consider whether or not to institute a dividend policy. It is presently intended that SatixFy will retain its earnings for use in business operations and, accordingly, it is not anticipated that SatixFy’s board of directors will declare dividends in the foreseeable future.

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RISK FACTORS

If the Business Combination is completed, SatixFy will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. You should carefully consider the risks described below before voting your shares. If any of the events, contingencies, circumstances or conditions described in the following risks actually occur, SatixFy’s business, financial condition or results of operations could be seriously harmed. If that happens, the trading price of SatixFy’s ordinary shares or, if the Business Combination is not consummated, Endurance ordinary shares and other securities could decline, and you may lose part or all of the value of any SatixFy Ordinary Shares or, if the Business Combination is not consummated, of any Endurance ordinary shares or securities convertible or exchangeable for Endurance ordinary shares that you hold. Additional risks and uncertainties not presently known to SatixFy and Endurance or that they do not currently believe are important to an investor, if they materialize, also may adversely affect SatixFy’s business or the Business Combination. The following discussion should be read in conjunction with SatixFy’s financial statements and notes thereto included herein. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to SatixFy’s Business, Operations and Industry

We are an early stage company that has not demonstrated a sustained ability to generate predictable revenues. If we do not generate revenue as expected, our financial condition will be materially and adversely affected.

Since inception, we have devoted substantially all of our resources to designing, developing and manufacturing our chips and satellite communications systems and technology, enhancing our engineering capabilities, building our business and establishing relations with our customers, raising capital and providing general and administrative support for these operations. We have not demonstrated a sustained ability to generate predictable or sustained revenue from our satellite communications systems and chips or convert sufficient leads into commercial engagements. Consequently, any assessment you make about our current business or future success or viability may not be as accurate as it could be if we had a longer operating history. Further, our limited financial track record, without meaningful revenue from our expected future principal business, is of limited reference value for your assessment of our business and future prospects.

We incurred losses of approximately $17.1 million and $17.6 million for the years ended December 31, 2021 and 2020, respectively. We expect to continue to incur losses until we are able to onboard a sufficient number of customers and contracts, and launch and scale a sufficient number of our satellite communications systems and related products to become profitable. As we work to transition from technology and product development activities to commercial production and sales, it is difficult to forecast our future results. Although we have several customer contracts, we have limited insight into trends that may emerge and affect our business, including our ability to attract and retain customers, the amount of revenue we will generate from our customers and the competition we will face. For example, two customers with whom we were discussing prospective new contracts recently informed us that they selected our larger competitors with longer track records of providing space-based and aircraft-based satellite communications solutions as principal contractors for their satellite communications needs. If our revenue grows slower than we anticipate or we otherwise fall materially short of our forecasts and expectations, we may not be able to achieve profitability and our financial condition will be materially and adversely affected which could cause our share price to decline and investors to lose confidence in us.

The global COVID-19 pandemic has harmed and could continue to harm our business, financial condition, and results of operations.

On March 11, 2020, the World Health Organization designated the outbreak of a novel strain of coronavirus (“COVID-19”) as a global pandemic. The COVID-19 pandemic has hindered the movement of people and goods worldwide, and many governments instituted restrictions on work and travel. Governments, non-governmental organizations and private sector entities have also issued and may continue to issue non-binding advisories or recommendations regarding air travel or other social distancing measures, including limitations on the number of persons that should be present at public gatherings. We

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took precautionary measures intended to help minimize the risk of the virus to our employees, including requiring some of our employees to work remotely and suspending all non-essential travel.

Among other things, the COVID-19 pandemic has caused a significant decline in aviation travel, which has resulted in several project delays in relation to In Flight Connectivity (“IFC”) and has adversely affected our business and results since 2020. Beginning in the first quarter of 2020, several opportunities at different stages of negotiations were postponed and exhibitions and sales meetings were canceled. In addition, work on many of our current projects was delayed, as more than 50% of our employees worked from home during a period of over eight months. This led to delays in project schedules, and several of our customers put current projects on hold or postponed anticipated projects in light of uncertainties surrounding the air travel industry and demand for satellite communications-related products and services.

Additionally, many manufacturing businesses globally are currently experiencing supply chain issues with respect to electronic components and other materials and labor used in their production processes, which is due to a complex array of factors, including the COVID-19 pandemic. Supply chain issues experienced by suppliers that we rely on has resulted, and may in the future result in, increases in the prices we pay such suppliers and delays in our ability to meet obligations under our contracts. See “— We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations.”

Our customers’ businesses or cash flows have been and may continue to be negatively impacted by COVID-19, which may lead them to continue to delay upgrading their existing satellite communications systems or lead them to delay the advancement of their satellite communications projects, seek adjustments to payment terms or delay making payments or default on their payables, any of which may impact the timely receipt and/or collectability of our receivables. The economic uncertainty caused by the COVID-19 pandemic may continue to make it difficult for us to forecast revenue and operating results and to make decisions regarding operational cost structures and investments. We have committed, and we plan to continue to commit, resources to grow our business, including to expand our technology development, international presence and employee base, and such investments may not yield anticipated returns, particularly if worldwide business activity continues to be impacted by the COVID-19 pandemic.

At this time, we are unable to predict whether the COVID-19 pandemic will result in long-term changes to business practices, including but not limited to a long-term reduction in air travel as a result of increased usage of “virtual” and “teleconferencing” products, which could lead to a decline in demand for air travel and IFC services. The full extent of the ongoing impact of the COVID-19 pandemic on our longer-term operational and financial performance will depend on future developments, many of which are outside of our control. These challenges and uncertainties, in addition to the challenges and uncertainties discussed below in relation to our decision to update the presentation of our prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” make it difficult to predict the magnitude and nature of the near and long-term impacts of the COVID-19 pandemic and other macro-economic events on our business, operations and financial results. The full effect of the COVID-19 pandemic and other macro-economic events on our business is unlikely to be fully realized, or reflected in our financial results, until future periods.

We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations.

Our chips and satellite communications systems, including the manufactured assemblies used in our satellite communications systems, are manufactured by third parties in several countries in Europe and in the Far East using inputs, such as silicon wafers, laminate substrates, gold, copper, lead frames, mold compound, ceramic packages and various chemicals and gases as well as other production supplies used in our manufacturing processes. Additionally, worldwide manufacturing capacity for chips is relatively inelastic. The present demand for chips is exceeding market supply, which has resulted in increases in the prices we pay for our supply of chips, as well as extended delivery delays beyond what we have experienced in the past. If such supply and demand pressure continues, the prices we pay for our chips and, potentially, other components and assemblies could become substantially more expensive and the delivery time for such

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products could be materially prolonged, which would have an adverse effect on our ability to meet our customers’ demand. The current global shortage in semiconductor and electronic components, resulting mainly from macro trends such as strong demand for 5G devices and high performance computing, as well as the impact of the COVID-19 pandemic and the Russia-Ukraine armed conflict, has resulted in disruptions in our supply chain and delays in the delivery of our chips by our third party manufacturers, increases in the prices of our chip components and manufacturing and disruptions in the operations of our suppliers and customers. For example, one of our customers is reconsidering the scale and timing of its plans to launch a new LEO communications satellite constellation and certain of our other current and prospective customers are reconsidering investments in their satellite and IFC projects and infrastructure. Additionally, because the quantity of chips and assemblies we order comprises a small percentage of the overall output of our third party manufacturers, our third party manufacturers may prioritize their near-term capacity for the production of products for larger companies while extending delivery times for our products. If this chip manufacturing capacity shortage continues for a prolonged period of time, or if we are unable to secure manufacturing capacity on acceptable price and delivery terms, it could negatively impact our ability to meet our customer’s demand for our chips and satellite communications systems and have an adverse impact on our revenue, results of operations and customer relationships. See “We rely on third parties for manufacturing of our chips and other satellite communications system components. We do not have long-term supply contracts with our foundry or most of our third-party manufacturing vendors, and they may not allocate sufficient capacity to us at reasonable prices to meet future demands for our solutions.”

Many of the manufacturers of our chips and satellite communications systems components are located outside of the jurisdictions in which we have facilities and sites, necessitating international shipping. Supply chain disruptions have occurred, and may continue to occur from time to time due to a range of factors beyond our control, including, but not limited to, COVID-19 related restrictions and quarantine mandates, international conflicts, such as Russia’s invasion of Ukraine, climate change, increased costs of labor, freight cost and raw material price fluctuations or a shortage of qualified workers. Such supply chain disruptions could materially impact our operating performance and financial position, including if deliveries to us are delayed or if such disruptions negatively impact the business and operations of our key customers.

The Russia-Ukraine armed conflict poses indirect but unpredictable risks of disruption to our business. Several of our current and prospective customers are operators of communication satellite constellations and have historically used Russian-based launch facilities and vehicles to place their satellites into orbit. If these customers are unable to find alternative launch venues on a timely basis or at all, they may experience delays in deploying their satellites, which in turn could cause them to defer orders for our satellite communications chips and satellite payloads. For example, OneWeb, one of our significant customers, recently announced that it was suspending all satellite launches from Russia’s Baikonur Cosmodrome. While OneWeb announced that it plans to partner with companies in other countries to launch their satellites, which we anticipate including test launches of satellites equipped with our payload systems, we have no control over its ability to transition its expected satellite launches on a timely basis. OneWeb also recently announced its intention to pursue a merger of equals with Eutelsat, a major GEO satellite provider, in 2023, which may result in further delays or changes in OneWeb’s satellite projects. Additionally, recent reports indicated that the Russia-Ukraine conflict may have an adverse impact on the supply of certain commodities, of which Ukraine and Russia were significant producers (for example, neon gas), used in the fabrication of silicon chips. Our ability to mitigate the potential adverse impacts of the Russia-Ukraine conflict on our supply chain or the supply chains of our customers is limited, as the impacts are largely indirect and it is difficult for us to predict at this time how our suppliers and customers will adjust to the new challenges or how these challenges will impact our costs or demand for our products and services. The effects of the sanctions implemented in response to the conflict may also adversely affect our industry, including chip supply chains, to the extent that they lead to higher energy and manufacturing costs, lower economic growth or deferrals of investment in satellite communications technology.

Additionally, the third-party manufacturers, suppliers and distributors that we contract with are susceptible to losses and interruptions caused by factors outside of their control, such as COVID-19 related restrictions and quarantine directives, floods, hurricanes, earthquakes, typhoons, volcanic eruptions, and similar natural disasters, as well as power outages, telecommunications failures, industrial accidents, geopolitical instability (including instability caused by international conflict, such as Russia’s invasion of Ukraine or the increasing potential of conflicts in Asia implicating the global semiconductor supply-chain,

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such as conflicts between Taiwan and China), health and safety epidemics and similar events. The occurrence of natural or conflict-related disasters in any of the regions in which these third-party service providers operate could severely disrupt the operation of our business by negatively impacting our supply chain, our ability to deliver products, and the cost of our products. Such events can negatively impact revenue and earnings and can significantly impact cash flow, both from decreased revenue and from increased costs associated with the event. In addition, these events could cause consumer confidence and spending to decrease or result in increased volatility to the U.S. and worldwide economies.

The magnitude and nature of the effects of these challenges and uncertainties on our business, in addition to the challenges and uncertainties discussed below in relation to our decision to update the presentation of our prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” are difficult to predict and such effects may not be fully realized, or reflected in our financial results, until future periods. Additionally, due to the inherent difficutly in preparing precise prospective information and in light of the challenges and uncertainties associated with the events discussed above and elsewhere in this proxy statement/prospectus, we may have failed to accurately estimate the magnitude of such events in preparing the updated prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” as further discussed in that section. As a result, SatixFy’s management advises readers not to rely on the forecasts, including the updated projections, in this proxy statement/prospectus as “guidance” or as otherwise predictive of actual future events, and actual results may differ from the updated projections, potentially materially.

We rely on third parties for manufacturing of our chips and other satellite communications system components. We do not have long-term supply contracts with our foundry or most of our third-party manufacturing vendors, and they may not allocate sufficient capacity to us at reasonable prices to meet future demands for our solutions.

The semiconductor industry is subject to intense competitive market pressure. Accordingly, any increase in the cost of our chips or satellite communications systems, whether by adverse purchase price variances or adverse manufacturing cost variances, will reduce our gross margins and operating profit. We currently rely on third parties for a substantial amount of our manufacturing operations. If one or more of these vendors terminates its relationship with us, or if they fail to produce and deliver our products according to our requested demands in specification, quantity, cost and time, our ability to ship our chips or satellite communications systems to our customers on time and in the quantity required could be adversely affected, which in turn could cause an unanticipated decline in our sales and damage our customer relationships.

Currently, the majority of our chips are supplied by a single foundry, GlobalFoundries. We obtain manufacturing services from our foundry vendor and negotiate pricing on a purchase order-by-purchase order basis. We do not have contractual assurances from our foundry vendor that adequate capacity will be available to us when we need it or to meet our anticipated future demand for chips. We have experienced delays and price increases in 2022 with respect to the production of chips at our foundry vendor, and expect that we will continue to experience delays and/or increased prices in the near term due to unprecedented levels of demand and the resulting tightening of capacity at our foundry vendor. If this trend continues, it could limit the volume of chips and satellite communications systems we can produce and/or delay production of new chips or satellite communications systems, both of which would negatively impact our business. If these conditions continue for a substantial period or worsen, our ability to meet our anticipated demand for our solutions could be impacted which, in turn, could negatively impact our operations and financial results.

Our foundry vendor may allocate capacity to the production of other companies’ products while extending delivery times for our products and may also reduce deliveries to us on short notice. In particular, other companies that are larger and better financed than we are or that have long-term agreements with our foundry vendor may cause our foundry vendor or assembly and test vendors to reallocate capacity to them, decreasing the capacity available to us. The unavailability of our foundry could significantly impact our ability to produce our chips or satellite communications systems or delay production, which would negatively impact our business. Additionally, the majority of our chips are designed to be compatible with

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the manufacturing processes and equipment employed by GlobalFoundries and switching to a new foundry vendor for these chips may require significant cost and time.

We do not presently own or operate any in-house manufacturing or assembly facilities and do not anticipate making any investments in new facilities in the near term and, accordingly, expect to continue to rely on third party vendors or sub-contractors for these services. We currently do not have long-term supply contracts with most of our other third-party vendors, and we negotiate pricing with our main vendors on a purchase order-by-purchase order basis. Therefore, they are not obligated to perform services or supply product to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. The ability of our vendors to provide us with products or services is limited by their available capacity, existing obligations and technological capabilities.

If we need to contract additional third party vendors or sub-contractors, we may not be able to do so cost-effectively or on a timely basis, if at all.

Obtaining customer contracts may require us to participate in lengthy competitive selection processes that require us to incur significant costs.

We expect to sell our satellite communications systems for integration into our customers’ systems primarily at the design stage. These efforts to achieve design wins may be lengthy, and may require us to incur both design and development costs or dedicate scarce engineering resources in pursuit of a single customer opportunity. We may not prevail in the competitive selection process, and even when we do achieve a design win, we may never generate any product development or product sale revenue despite incurring development expenditures. For example, in the past we had achieved certain design wins and projected substantial future revenue as a result of such design wins. Subsequently, based on factors outside of our control, the applicable end customers delayed or cancelled the projects, resulting in a loss of projected revenue. In addition, even if a customer designs one of our chips or satellite communications systems into one of its systems, we cannot be assured that we will secure new design wins from that customer for future systems. Further, even after securing a design win, we have experienced and may again experience delays in generating revenue from our chips and satellite communications systems as a result of the lengthy product development cycle typically required, if we generate any revenue at all as a result of any such design win.

Our customers may take a considerable amount of time to evaluate our chips and satellite communications systems. The delays inherent in these lengthy sales cycles increase the risk that a customer will decide to cancel, curtail or delay its product plans, causing us to lose anticipated sales. In addition, any delay or cancellation of a customer’s plans could harm our financial results. If we are unable to generate revenue after incurring substantial expenses to develop any of our solutions, our business would suffer.

Some of our customers may require our chips and satellite communications systems to undergo a demonstration process that does not assure future sales or customer contracts.

Prior to purchasing our chips or satellite communications systems, some of our customers may require that our chips or satellite communications systems undergo extensive demonstration processes, which may involve the testing of our chips or satellite communications systems in the customers’ systems or via a prototype demonstration. We may also undertake to commit resources to prepare a demonstration for a prospective costumer, in which case we would bear the expenses of the demonstration. The demonstration process varies by the customer and the product, and may take several months. The demonstration of a chip or satellite communications system to a customer does not assure any sales of the chip or the satellite communications system to that customer. After demonstration of our chip or satellite communications system and entry into an agreement for the development of a satellite communications system or sale of a chip, it can take several months or more before the customer commences volume production of components or systems that incorporate our satellite communications systems or chips. Despite these uncertainties, we may devote substantial resources, including design, engineering, sales, marketing and management efforts, to demonstrate our chips or satellite communications systems to customers in anticipation of sales and without an expectation of reimbursement of these costs or generating future revenues and gross profits from the projected sale of the chips or satellite communications systems.

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We generate a significant percentage of our revenue from certain key customers, and anticipate this concentration will continue for the foreseeable future, and the loss of one or more of our key customers could negatively affect our business and operating results.

We derive a significant portion of our revenue from a limited number of customers and, because the satellite communications industry is characterized by a relatively small number of large players, we anticipate that this customer concentration will continue for the foreseeable future. Collectively, our three largest customers accounted for, in the aggregate, approximately 68% and 97% of our revenues in the years ended December 31, 2021 and December 31, 2020, respectively. If we fail to deliver upon contracts with these three customers, or upon the contracts of other large customers, or if demand by these customers for our chips and satellite communications systems decreases substantially, our revenues and operating results could be materially adversely affected.

In connection with our contracts and arrangements with our largest customers, we have agreed and may in the future agree to certain restrictions on the sale and license of the developed product and systems to secure the contract and necessary collaboration for the project. Of our three top customers, Jet Talk, our joint venture which is accounted for as an equity method investee in our financial statements and in which we own a 51% equity stake but which we do not control, accounted for approximately 14% and 68% of our revenues in the years ended December 31, 2021 and December 31, 2020, respectively, all of which was revenue for the provision of research and development services. We have two contracts with Jet Talk, both related to the development of an Aero/IFC satellite communications terminal for commercial aircraft, which under our joint venture agreement Jet Talk will have the exclusive right to commercialize and sell to the commercial aviation market.

Our customers’ continued success will depend in large part on growth within their respective markets. Demand in these markets fluctuates significantly, driven by the development of new technologies and prevailing economic conditions. Factors affecting these markets could seriously harm our customers and, as a result, harm us, including:

•

the effects of catastrophic and other disruptive events at our customers’ operational sites or targeted markets including, but not limited to, natural disasters, telecommunications failures, geopolitical instability caused by international conflict, including Russia’s invasion of Ukraine in February 2022, cyber-attacks, terrorist attacks, pandemics, epidemics or other outbreaks of infectious disease, including the current COVID-19 pandemic, breaches of security or loss of critical data;

•

increased costs associated with potential disruptions to our or our customers’ supply chain and other manufacturing and production operations;

•

the deterioration of our customers’ financial condition;

•

delays and project cancellations as a result of design flaws in the chips and communications systems developed by us or our customers;

•

the inability of our customers to dedicate the resources necessary to promote and commercialize their products;

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the inability of our customers to adapt to changing technological demands resulting in their products becoming obsolete; and

•

the failure of our satellite communications systems or our customers’ products to achieve market success and gain market acceptance.

Any slowdown or a disruption in the growth of these markets could adversely affect our financial condition and results of operations.

The success of our business is highly dependent on our ability to effectively market and sell our technologies and to convert contracted revenues and our pipeline of potential contracts into actual revenues, which can be a costly process.

To date, we have relied heavily on equity and debt financing to fund our business and operations, and we are currently generating revenue from a limited number of customer contracts. See “Risk Factors — We

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generate a significant percentage of our sales from certain key customers and the loss of one or more of our key customers could negatively affect our business and operating results.” Our success will be highly dependent on our ability to retain and expand our business with existing customers and convert our pipeline of potential contracts into revenues. If we fail to sign contracts with at least some of the customers envisaged in our pipeline, particularly with large customers over the next years when any large contract would significantly impact our revenues and financial results, and grow sufficient business volume with such customers, our business, financial condition and results of operations will be materially and adversely affected.

Our ability to establish and expand our customer relationships is subject to several factors, including, among other things, our ability to overcome customer concerns relating to our lack of experience or track record in providing chips and satellite communications systems to customers in the same industry, competition from more experienced service providers, and our customers’ level of satisfaction with our technology, chips, satellite communications systems and services. For example, two customers with whom we were discussing prospective new contracts recently informed us that they selected our larger competitors with longer track records of providing space-based and aircraft-based satellite communications solutions as principal contractors for their satellite communications needs.

If our satellite communications systems or chips fail to perform as expected or their commercial availability or production is significantly delayed as compared to the timelines we establish with our customers, our business, financial condition and results of operations may be harmed.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we have no control over, and may have limited insight into, certain trends that may emerge and affect our business. The projected financial information appearing elsewhere in this proxy statement/prospectus was prepared by our management in connection with the Business Combination and, other than with respect to the original projections, reflects current estimates of future performance. In the event that actual results differ from our estimates or we adjust our estimates in future periods, our operating results, prospects and financial position could be materially and adversely affected.

We may not be able to continue to develop our technology or develop new technologies for our existing and new satellite communications systems.

The satellite communications industry is subject to rapid technological changes, new and enhanced product introductions, product obsolescence and changes in user requirements. Our ability to compete successfully in the satellite communications market depends on our ability to successfully enhance our existing technology and develop new chips and satellite communications systems that are responsive to the latest technological advances. Our ability to continue to enhance our existing technology, or develop new technology that is responsive to changing technological requirements and suitable for the needs of market participants, depends on a number of factors, including the following:

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our ability to anticipate the needs of the market for new generations of satellite communications digital chip technology;

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our ability to continue funding and to maintain our current research and development activities, particularly the development of enhancements to our chips and systems;

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our ability to successfully integrate our advanced technologies and system design architectures into satellite communications systems that are compatible with our customers’ infrastructure;

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our ability to develop and introduce timely and on-budget new satellite communications systems that meet the market’s technological requirements;

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our ability to establish close working relationships with our customers and to have them integrate our satellite communications systems in their design of new communications systems;

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our ability to maintain intellectual properties rights, whether proprietary or third party, that are necessary to our research and development activities, such as chip development software;

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our ability to gain access to the proprietary waveforms that potential customers utilize; and

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our ability to obtain funding for continuing our technology and product development.

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Some of our chips and satellite communications systems are in the development or engineering (involving the customization of a developed product to the customer’s specifications) stage with limited or no sales to date, and we cannot assure that our chips and satellite communications systems will be successful. If we are unable to design and develop new chips and satellite communications systems that are compatible with current technological needs, it could materially harm our business, financial condition and results of operations.

We will be reliant on our joint venture partner, ST Electronics (Satcom & Sensor Systems) Pte Ltd. (“STE”), for the success of Jet Talk joint venture and, therefore, our Aero/IFC terminals business.

In 2018, we established a joint venture, Jet Talk, with STE. We hold 51% of the equity in Jet Talk and our joint venture partner, STE, participates in significant financial and operational decisions, including participating in the appointment of Jet Talk’s chief executive officer and direct Jet Talk’s R&D (which is performed by us), marketing activities, and funding. We are developing our Aero/IFC satellite communications terminal for commercial aircraft under agreements with Jet Talk and, under our joint venture agreement with STE, Jet Talk will have the exclusive right to commercialize and sell our Aero-IFC terminals and related products to the commercial aviation market. We believe that the Aero/IFC sector is likely to represent a substantial portion of our future business and revenues, most of which are likely to be driven by the commercial aviation market. Accordingly, we expect to rely primarily on STE for managing Jet Talk and directing the marketing and sale of our Aero/IFC terminals. While we believe our interests are aligned with STE’s, these interests may diverge in the future, including as a result of STE pursuing a different strategy, developing its own competing product, selling or exiting its aerospace business, or other reasons outside of our control. If any of these things were to occur, we would have to replace STE as a partner or expand our own sales and marketing resources, which could increase our costs and materially adversely affect our results of operations.

Additionally, once we complete the development of and are able to commercialize our Aero/IFC satellite communications terminals, the revenues and margins attributable to such sales will not be fully reflected in our consolidated financial statements, which will instead reflect our sales of products and services to Jet Talk and our equity in Jet Talk’s net income or loss for each reporting period. This may make it more difficult for investors and analysts to analyze our business and performance trends relative to companies that consolidate their material operations. See Note 8 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

Deterioration of the financial condition of our customers could adversely affect our operating results.

Deterioration of the financial condition of our customers could adversely impact our collection of accounts receivable and may result in delays in product orders or contract negotiations. In particular, the COVID-19 pandemic has impacted the financial performance of many of our customers, in part due to significant slowdown in commercial air traffic and reduced demand for products and services for commercial aviation markets. Collectively, our three largest customers accounted for approximately 68% and 97% of our revenue for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, accounts receivable with these customers were approximately $0.6 million. We regularly review the collectability and creditworthiness of our customers to determine an appropriate allowance for credit losses. Based on our review of our customers, we currently have only immaterial reserves for uncollectible accounts. If our uncollectible accounts, however, were to exceed our current or future allowance for credit losses, our operating results would be negatively impacted. Further, recent global inflationary trends and financial markets volatility have resulted in funding constraints that may affect the timing and scale of investments in new communications satellite constellations and related infrastructure by some of our existing and prospective customers. The effects of recent macroeconomic uncertainties on our customers have also resulted in delays to contract negotiations or customer orders, and may result in further delays. For example, one of our customers recently announced that it is reconsidering the scale and timing of its plans to launch a new LEO communications satellite constellation and another recently delayed a product tender in which we expect to participate. These and any new or further delays in new contracts or customer orders could materially adversely affect our financial condition and operating results.

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We operate in a highly competitive industry and may be unsuccessful in effectively competing in the future.

We operate in the highly competitive and rapidly developing industry of satellite communications, and we face intense worldwide competition in the introduction of new chips and satellite communications systems. Our customers’ selection processes are typically highly competitive, and our chips and satellite communications systems may not be included in the next generation of their products and systems.

We compete with various companies across the various satellite communications industry’s segments we serve. In addition to our direct competitors, some of our customers and suppliers also compete with us to some extent by designing and manufacturing their own satellite communications systems. We face intense competition to introduce new technologies and satellite communications systems, and to competitively price our chips and satellite communications systems. Many of our current and potential competitors have existing customer relationships, established patents and other intellectual property, greater access to capital, advanced manufacturing capabilities, more experience in the satellite communications industry and substantial technological resources. We may not be able to compete successfully against current or future competitors, which would adversely affect our business, financial condition and results of operations.

Pricing at too high a level could adversely affect our ability to gain new customers and retain current customers, while increased competition could force us to lower our prices or lose market position and could adversely affect growth prospects and profitability. Relatedly, if we are unable to deliver on our contracts with our existing customers for any reason or if we fail to meet customer needs and expectations, we may lose our existing contracts or our reputation could be harmed, either of which would have a material adverse effect on our business, operations and financial condition.

The magnitude and nature of the effects of these challenges and uncertainties on our business, in addition to the challenges and uncertainties discussed below in relation to our decision to update the presentation of our prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” are difficult to predict and such effects may not be fully realized, or reflected in our financial results, until future periods. Additionally, due to the inherent difficutly in preparing precise prospective information and in light of the challenges and uncertainties associated with the events discussed above and elsewhere in this proxy statement/prospectus, we may have failed to accurately estimate the magnitude of such events in preparing the updated prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” as further discussed in that section. As a result, SatixFy’s management advises readers not to rely on the forecasts, including the updated projections, in this proxy statement/prospectus as “guidance” or as otherwise predictive of actual future events, and actual results may differ from the updated projections, potentially materially.

If the satellite communications markets fail to grow, our business could be materially harmed.

We develop and market satellite communications systems and digital chips across the value chain for the satellite communications industry. The industry is undergoing a dramatic transformation due to lower cost solutions and miniaturization as well as introduction of new technologies and manufacturing practices. Demand for large GEO communication satellites has fallen as new satellite operators prepare to launch constellations of hundreds or thousands of smaller, lower cost LEO and MEO broadband satellites, increasing the need for chips and products that are small in size, low in weight, with low power consumption and low cost. Because the industry is constantly changing, it is difficult to predict the rate at which these markets will grow or decline.

If the markets for commercial satellite communications systems fail to grow, or if we fail to penetrate the market for LEO satellites, or if LEO satellite operators to whom we are targeting for the sale of our satellite communications systems do not successfully deploy their satellites, or fail to build their clientele in a reasonable period, our business could be materially harmed. Additionally, if we fail to penetrate the market for IFC systems, or if airline operators or service providers to whom we are targeting for the sale of our IFC systems do not select our IFC system, or decide not to pursue IFC upgrade, our business could be materially harmed. A significant decline or a delay in the growth in these two markets, could materially harm our business and impair the value of our shares.

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We have incurred net losses in each year since inception and may not be able to continue to raise sufficient capital or achieve or sustain profitability.

We have incurred net losses and had net cash outflows from operating activities in each year since 2012, when we commenced operations. We have invested and continue to invest significantly in our business, including in technology research and development and the recruitment of quality industry talent. As of December 31, 2021, we have invested over $180 million in research and development, a substantial portion of which has been defrayed by government and public entity grants.

We have based some of our plans, budgets and financial projections on assumptions that may prove to be wrong, and we may be required to utilize our available capital resources sooner than we expect. Changing circumstances could also cause us to consume capital faster than we currently anticipate, and we may need to spend more than currently expected. The timing of the completion of the development and engineering of our satellite communications systems that are expected to drive our future results is uncertain. The commercialization of these products may also entail unpredictable costs and is subject to significant risks, uncertainties and contingencies, many of which are beyond our control. Certain of these risks and uncertainties include, but are not limited to, changing business conditions, continued supply chain challenges, other disruptions due to the COVID-19 pandemic and governmental responses thereto, competitive pressures, regulatory developments or the cessation of public sector research and development funding, among other potential developments. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. Debt financing could contain restrictive covenants relating to financial and operational matters including restrictions on the ability to incur additional secured or unsecured indebtedness that may make it more difficult to obtain additional capital with which to pursue business opportunities. If financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have a material adverse impact on our business and financial prospects.

In addition, as of December 31, 2021, we had financial debt of $17.8 million and our liabilities exceeded our assets by $37.4 million. As a result of the capital and indebtedness we have raised and the cash and cash equivalents we have on hand, together with an assessment of our business plans, budgets and forecasts, our management has concluded that it is appropriate for our consolidated financial statements to be prepared on a “going concern” basis. Any failure to increase our revenue, manage the increase in our operating expenses, continue to raise capital, manage our liquidity or otherwise manage the effects of net liabilities, net losses and net cash outflows, could prevent us from continuing as a going concern or achieving or maintaining profitability. Additionally, recent media and regulatory scrutiny of SPAC business combinations, and high redemption trends, may lead customers to view SatixFy as a riskier or undercapitalized partner, which could negatively affect our customer relationships, business and operations.

We may not be able to generate sufficient cash to service our indebtedness.

We have a high amount of debt relative to our earnings. Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. On a pro forma basis, assuming the consummation of the Business Combination and the other Transactions (as defined below in the section of this proxy statement/prospectus titled “Unaudited Pro Form Condensed Combined Financial Information”), we would have had approximately $52.0 million in indebtedness as of December 31, 2021 and pro forma financial expenses of $9.6 million for the year then ended. Accordingly, we will need to generate significant cash flows from operations, or obtain new capital, in the future to meet our debt service requirements. Additionally, the 2022 Credit Agreement contains customary covenants that limit our ability to incur additional indebtedness or liens or dispose of our assets, which may impair our ability to meet our debt service requirements. The 2022 Credit Agreement also imposes a financial maintenance covenant, requiring that, for so long as we have a leverage ratio of total debt to Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement) greater than or equal to 6.00x to 1.00x, we must maintain a minimum cash balance of $10 million plus an amount sufficient to cover our and our subsidiaries’ accounts payable that are past 60 days due, which cash is held in deposit accounts subject to a security interest in favor of the Agent for the benefit of the lenders. Moreover, if we are unable to generate sufficient cash flows it may make it more difficult for us to obtain future financing on terms that are acceptable to us, or at all.

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We may need to raise additional capital to develop our technology and chips and satellite communications systems. If we fail to raise sufficient capital or are unable to do so on favorable terms, we might not be able to make the necessary investments in technology development and our operating results may be harmed.

The satellite communications industry is subject to rapid technological changes, new and enhanced product introductions, product obsolescence and changes in user requirements, and we plan to continue to make significant investments in next-generation satellite communications technologies in order meet industry developed requirements. The development of these next-generation technologies may require additional debt and/or equity financing, which could impair the value of our ordinary shares, dilute existing shareholders’ ownership interests and impose restrictions on us. In addition, we cannot be certain that we will be able to secure such financing on commercially reasonable terms or at all. Our inability to raise sufficient capital on reasonable terms may adversely affect our ability to develop new technologies and chips and satellite communications systems, which could adversely affect our business, financial condition and results of operations.

Our estimates, including market opportunity estimates and growth forecasts, are subject to inherent challenges in measurement and significant uncertainty, and real or perceived inaccuracies in those metrics and estimates may harm our reputation and negatively affect our business.

We track certain key metrics and market data, including, among others, our potential contract revenue pipeline and estimated demand for communication satellites, particularly LEO satellites, which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies or the assumptions on which we rely. Our methodologies for tracking these data may change over time, which could result in changes to our metrics, including the metrics we publicly disclose. While our key metrics and market data are based on what we believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in measuring our performance. For example, the accuracy of our projected potential contract revenue pipeline could be impacted by developments outside of our control, such as changes in customers’ plans, supply chain difficulties and the availability of alternative products. In addition, limitations with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our estimates of operating metrics and market data are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our business, financial condition, results of operations and prospects could be materially and adversely affected.

Additionally, industry data, forecasts, estimates and projections included elsewhere in this proxy statement/prospectus are subject to inherent uncertainty as they necessarily require certain assumptions and judgments. Certain facts, forecasts and other statistics relating to the industries in which we compete have been derived from various public data sources, including third-party industry reports and analyses. Accordingly, our use of the terms referring to our markets and industries such as, satellite communications systems, chips, IFC, Communications-On-The-Move (“COTM”), and satellite-enabled Internet-of-Things (“S-IoT”) and machine-to-machine (“M2M”) markets may be subject to interpretation, and the resulting industry data, projections and estimates are inherently uncertain. You should not place undue reliance on such information. In addition, our industry data and market share data should be interpreted in light of the defined markets in which we operate. Any discrepancy in the interpretation thereof could lead to varying industry data, measurements, forecasts and estimates. Further, the sources on which such industry and market data and estimates are based were prepared as of a certain point in time, and any changes in global macroeconomic conditions, including recent global inflationary trends and financial markets volatility, could also lead to changes in these data, measurements, forecasts and estimates. For these reasons and due to the nature of market research methodologies, you should not place undue reliance on such information as a basis for making, or refraining from making, your investment decision.

Furthermore, we do not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of our future performance, revenue, financial condition or other results. None of the projections or forecasts included elsewhere in this proxy statement/prospectus have been prepared with a view toward public disclosure (other than to certain parties involved in the Business Combination) or complying with SEC guidelines or IFRS. Additionally, the original projections of SatixFy’s future financial

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performance included in this proxy statement/ prospectus were based on certain assumptions that management no longer deems to be reasonably reliable, as disclosed elsewhere in this proxy statement/​prospectus, due to developments that were observed after their preparation. SatixFy’s management believes that some of these estimates and assumptions used to prepare the original projections are no longer reliable and should not be considered as indicative of SatixFy’s future performance (see “— Risks Related to SatixFy’s Business, Operations and Industry — The projected financial and operating information in this proxy statement/prospectus relies in large part upon assumptions and analyses developed by us and third-party sources and are based on our ability to achieve, among other factors, certain growth milestones in accordance with our business plans. Certain of the estimates and assumptions on which our projected financial and operating information are based have proven, and may again in the future prove, to be inaccurate in light of subsequent events and circumstances, which may cause our actual results to materially differ from such projections, and which may adversely affect our future profitability, cash flows and the market price of SatixFy Ordinary Shares”). The projections included elsewhere in this proxy statement/prospectus are forward looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. The projections included elsewhere in this proxy statement/prospectus also reflect numerous estimates and assumptions, including, but not limited to, general business, economic, regulatory, market and financial conditions, as well as assumptions about competition, future industry performance and matters specific to our business. Important factors that may affect actual results and results of our operations following the Business Combination, or could lead to other estimates and assumptions underlying such projections and forecasts not being achieved include, but are not limited to: competition, our ability to execute our growth strategies, regulatory factors, the impact of the ongoing COVID-19 pandemic, supply chain challenges, the effects of the Russia-Ukraine armed conflict and related sanctions and other factors discussed in this “Risk Factors” section. As a result, SatixFy’s management advises readers not to rely on the forecasts, including the updated projections, in this proxy statement/prospectus as “guidance” or as otherwise predictive of actual future events, and actual results may differ from the updated projections, potentially materially.

Our results of operations may vary significantly from our expectations or guidance.

Our revenue, margins and other operating results depend on demand for our chips and satellite communications systems. A decline in demand for such products as a result of economic conditions or for other reasons could materially adversely impact our revenue and profitability. Our future operating results will depend on many factors, including the following:

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our ability to timely introduce to the market our current chips and satellite communications systems;

•

our ability to develop new chips and satellite communications systems that respond to customer requirements.

•

changes in cost estimates and cost overruns associate with our development projects;

•

changes in demand for, and market conditions of, our chips and satellite communications systems;

•

the ability of third-party foundries and other third-party suppliers to manufacture, assemble and test our chips and satellite communications systems in a timely and cost-effective manner;

•

the discovery of defects or errors in our hardware or software after delivery to customers;

•

our ability to achieve cost savings and improve yields and margins on our new and existing products;

•

our ability to utilize our capacity efficiently or to adjust such capacity in response to customer demand;

•

our ability to realize the expected benefits of any acquisitions or strategic investments;

•

business, political, geopolitical and macroeconomic changes, including trade disputes, the imposition of tarrifs or sanctions, inflation trends and downturns in the semiconductor and the satellite communications industries and the overall global economy; and

•

changes in consumer confidence caused by many factors, including changes in interest rates, credit markets, expectations for inflation, unemployment levels, and energy or other commodity prices.

Our future operating results could be adversely affected by one or more factors, including any of the above factors, which may also damage our reputation, reduce customer satisfaction, cause the loss of existing

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customers, result in a failure to attract new customers, result in a failure to achieve market acceptance for our chips and satellite communications systems, result in cancellation of orders and loss of revenues, reduce our backlog and our market share, increase our service and warranty costs, divert development resources, lead to legal actions by our customers, result in product returns or recalls and increase our insurance premiums. In addition, any prolonged adverse effect on our revenue could alter our anticipated working capital needs and interfere with our short-term and long-term business strategies.

If we are unable to manage our growth effectively, our business and financial results may be adversely affected.

To continue to grow, we must continue to expand our operational, engineering, sales and marketing efforts, accounting and financial systems, procedures, controls and other internal management systems. This may require substantial managerial and financial resources, and our efforts in this regard may not be successful. Our current systems, procedures and controls may not be adequate to support our future operations. Unless our growth results in an increase in our revenues that is proportionate to the increase in our costs associated with this growth, our operating margins and profitability will be adversely affected. If we fail to adequately manage our growth effectively, improve our operational, financial and management information systems, or effectively train, motivate and manage our new and future employees, it could adversely affect our business, financial condition and results of operations.

We may not benefit from our investment in the development of new technologies and satellite communications systems.

The time from conception to launch of a new chip or a satellite communications systems may be several years, thereby delaying our ability to realize the benefits of our investments in new technologies. In addition, we may lose our investment in new chips or satellite communications systems that we develop if by the time we launch the new chips or satellite communications systems they are no longer responsive to market needs or have become obsolete due to technological changes, the introduction of new and superior technology or product or changes in customer needs. For example, the satellite communications industry and the IFC customers we serve, or may serve in the future, will likely experience increased market pressure from telecommunication-based connectivity providers as 5G broadband coverage increases. A decrease in demand for satellite communications connectivity solutions, including as a result of increased demand for 5G connectivity, would likely have an adverse effect on such IFC customers’ businesses, which may in turn have an adverse effect on our business and operations. We may also experience design, procurement and manufacturing difficulties that could delay or prevent us from successfully launching new chips and satellite communications systems. Any delays could result in increased costs of development, reducing the benefits from the launch of new chips or satellite communications systems. If we are not able to benefit from our investments in new technologies and satellite communications systems, or if we experience delays or other difficulties, our business, financial condition and results of operations could be adversely affected.

We developed our chip set with the help of substantial grants from the European Space Agency (“ESA”), sponsored by the U.K. Space Agency (“UKSA”), through ESA’s Advanced Research in Telecommunication Systems (ARTES) program, which have amounted to over $70 million through December 31, 2021. In connection with the ESA grants, which are intended to fund 50%-75% of the cost of development and manufacturing of the integrated chip sets and the communications systems, our agreement stipulates that the resulting intellectual property will be available to ESA on a free, worldwide license for its own programs. In addition, ESA can require us to license the intellectual property to certain bodies that are part of specified ESA programs, for ESA’s own requirements on acceptable commercial terms, and can also require us to license the intellectual property to any other third party for purposes other than ESA’s requirements, subject to our approval that such other purposes do not contradict our commercial interests. Although ESA has not yet indicated an intention to exercise its right to require us to license our intellectual property to other parties, it may do so in the future, which may require us to agree to contractual terms that are less favorable than what we may otherwise agree to in other customer contracts.

We may not be able to comply with our contracts with customers, and non-compliance may harm our operations and expose us to potential third-party claims for damages.

A significant portion of our revenue is derived from commercial contracts with customers for the development and delivery of satellite communications systems. These contracts typically contain strict

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performance requirements and project milestones. We may not be able to comply with these performance requirements or meet these project milestones in the future. If we are unable to comply with these performance requirements or meet these milestones, our customers may terminate these contracts and, under some circumstances, recover damages or other penalties from us. Any termination of these contracts could materially reduce our revenues and adversely affect our business, financial condition and results of operations.

Loss of key employees and the inability to continuously recruit and retain qualified employees could hurt our competitive position.

We depend on a limited number of key technical, marketing and management personnel to manage and operate our business. In particular, we believe our success depends to a significant degree on our ability to attract and retain highly skilled engineers to facilitate the enhancement of our existing technologies and the development of new chips and satellite communications systems.

In order to compete effectively, we must:

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hire and retain qualified professionals;

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continue to develop leaders for key business units and functions; and

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train and motivate our employee base.

The competition for qualified personnel is intense, and the number of candidates with relevant experience, particularly in radio-frequency device and satellite communications systems development and engineering, integrated circuit and technical pre and post-sale support, is limited. Changes in employment-related laws and regulations may also result in increased operating costs and less flexibility in how we meet our changing workforce needs. We cannot assure that we will be able to attract and retain skilled personnel in the future, which could harm our business and our results of operations.

Due to intense competition for highly skilled personnel in Israel, we may fail to attract, recruit, retain and develop qualified employees, which could materially and adversely impact our business, financial condition and results of operations.

Our principal research and development activities are conducted from our office in Israel and we face significant competition for suitably skilled software engineers, electrical engineers working in digital signal processing and developers in this region. The Israeli high-tech industry has experienced significant economic growth, with 72 initial public offerings and special purpose acquisition company (“SPAC”) transactions in 2021, amounting to a value of approximately $71 billion, as reported on December 15, 2021 by PwC Israel in its annual tech exits report, up significantly from 19 offerings in 2020 at a total value of $9.3 billion. This accelerated economic growth of Israeli tech companies led to a sudden surplus of job opportunities and intense competition between Israeli-based employers to attract locally qualified employees. As a result, the high-tech industry in Israel has experienced significant levels of employee attrition and is currently facing a severe shortage of skilled personnel. As of January 2022 and despite concerted efforts by Israeli companies to recruit qualified talent, there were a reported 21,000 open positions in the Israeli high-tech industry, according to a survey published by Ethosia. Many of the companies with whom we compete for experienced personnel have greater resources than we do and we may not succeed in recruiting additional experienced or professional personnel, retaining current personnel or effectively replacing current personnel who may depart with qualified or effective successors.

Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. There can be no assurance that qualified employees will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract qualified personnel could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on our senior management and other key personnel for the success of our business.

We depend on the services of our senior management team and other key personnel. The loss of the services of any member of senior management or a key employee could have an adverse effect on our business.

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We may not be able to locate, attract or employ on acceptable terms qualified replacements for senior management or other key employees if their services are no longer available.

Damage to our reputation could negatively impact our business, financial condition and results of operations.

Our reputation is a critical factor in our relationships with customers, employees, governments, suppliers and other stakeholders. Incidents involving product quality, security, or safety issues, allegations of unethical behavior or misconduct or legal noncompliance, internal control failures, data or privacy breaches, workplace safety incidents, environmental incidents, the use of our chips or satellite communications systems for illegal or objectionable applications, negative media reports, the conduct of our suppliers or representatives, and other issues or incidents that, whether actual or perceived, may result in adverse publicity and harm to our reputation. In addition, if we fail to respond quickly and effectively to address such incidents, the ensuing negative public reaction could harm our reputation and lead to litigation or subject us to regulatory actions or restrictions. Damage to our reputation could harm customer relations, reduce demand for our chips or satellite communications systems, reduce investor confidence in us, and may also damage our ability to compete for highly skilled employees. Repairing our reputation may be difficult, time-consuming and expensive.

Our customers’ satellite communications projects incorporate components or rely on launch services supplied by multiple third parties, and a supply shortage or delay in delivery of these components or lack of access to launch capabilities could delay orders for our systems by our customers.

Our customers purchase components or services used in the manufacture of their satellite communications projects from various sources of supply, often involving several specialized components or service providers. Any supply shortage or delay in delivery by third-party component suppliers, or a third-party supplier or service provider’s cessation or shut down of its business, may prevent or delay production of our customers’ systems or products. As a result of delays in delivery or supply shortages of third-party components or services, orders for our chips or satellite communications systems may be delayed or canceled and our business may be harmed. In addition, the semiconductor industry is currently experiencing a shortage on manufacturing capacity due to unprecedented levels of demand, which has impacted, and may continue to impact, our customers’ ability to build their products and negatively impact our customers’ demand for our solutions. Additionally, certain of our customers are satellite operators that rely on third parties to launch their satellites into space, with some of them relying on Russian launch capabilities that are currently no longer available due to sanctions resulting from the Russia-Ukraine armed conflict. If these customers are unable to find alternative launch venues on a timely basis or at all, they may experience delays in deploying their satellites, which in turn could cause them to defer orders for our satellite communications chips and satellite payloads. Any such development could materially adversely affect our business, financial condition, results of operations and prospects.

We rely on a third-party vendor to supply chip development software to us for the development of our new chips and satellite communications systems, and we may be unable to obtain the tools necessary to develop or enhance new or existing chips or satellite communications products.

We rely on third-party chip development software (i.e., EDA tools) to assist us in the design, simulation and verification of new chips or chip enhancements. To bring new chips or chip enhancements to market in a timely manner, or at all, we need development software that is sophisticated enough or technologically advanced enough to complete our design, simulations and verifications.

Because of the importance of chip development software to the development and enhancement of our chips and satellite communications systems, our relationships with leaders in the computer-aided design industry, such as Cadence Design Systems, Inc. and Siemens, are critical to us. If these relationships are not successful, we may be unable to develop new chips or satellite communications systems, or enhancements to these products, in a timely manner, which could result in a loss of market share, a decrease in revenue or negatively impact our operating results.

Any disruption to the operations of our third-party contractors and their suppliers could cause significant delays in the production or delivery of our chips and satellite communications systems.

Our operations could be harmed if manufacturing, logistics or other operations of our third-party contractors or their suppliers are disrupted for any reason, including natural disasters, severe storms, other

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negative impacts from climate change, information technology system failures or other cyber event, geopolitical instability, military actions or environmental, public health or regulatory issues. The majority of our chips and satellite communications systems are manufactured by or use components from third-party contractors located in Europe and the Far East. Any disruption resulting from such events in the regions in which our suppliers operate could cause significant delays in the production or shipment of our chips or satellite communications systems until we are able to shift our manufacturing, from the affected contractor to another third-party vendor. We may not be able to obtain alternate capacity on favorable terms, or at all which could adversely affect our financial condition and results of operations.

We may in the future invest significant resources in developing new products or service offerings and exploring the application of our proprietary technologies for other uses and those opportunities may never materialize.

While our primary focus for the foreseeable future will be on acquiring customers, commercializing our satellite communications systems and developing our proprietary chip technologies for application in satellite communications systems, we may also invest significant resources in the future in developing new technologies, products and offerings. However, we may not realize the expected benefits of these investments. Such technologies, services, products and offerings are unproven and may never materialize or be commercialized in a way that would allow us to generate material revenues from them. If such technologies, products and offerings become viable in the future, we may be subject to competition from our competitors, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies.

New research and development initiatives may also have a high degree of risk and involve unproven business strategies and technologies with which we have limited experience. They may involve claims and liabilities, expenses, regulatory challenges and other risks that we may not be able to anticipate. There can be no assurance that such initiatives will yield technologies or products for which there is customer demand or that any such demand will be sustained at the levels that we anticipate, or that any of these initiatives will gain sufficient traction or market acceptance to generate sufficient revenue to offset any new expenses or liabilities associated with these new investments. Further, any such research and development efforts could distract management from our then current operations, and would divert capital and other resources from our more established technologies and products. Even if we were to be successful in developing new technologies, products or offerings, regulatory authorities may subject us to new rules or restrictions in response to our innovations that may increase our expenses or prevent us from successfully commercializing such new technologies, products or offerings.

We are subject to warranty claims, product recalls and product liability claims and may be adversely affected by unfavorable court decisions or legal settlements.

From time to time, we may be subject to warranty or product liability claims as a result of defects in our chips or satellite communications systems that could lead to significant expense.

If we or one of our customers recalls any of our chips or satellite communications systems or a customer recalls any of its products containing one of our chips, we may incur significant costs and expenses, including replacement costs, direct and indirect product recall-related costs, diversion of technical and other resources and reputational harm. Our customer contracts typically contain warranty and indemnification provisions, and in certain cases may also contain liquidated damages provisions related to product delivery obligations. The potential liabilities associated with such provisions are significant, and in some cases, including in agreements with some of our largest customers, are potentially unlimited. Any such liabilities may greatly exceed any revenue we receive from the sale of the relevant products. Costs, payments or damages incurred or paid by us in connection with warranty and product liability claims and product recalls could materially and adversely affect our financial condition and results of operations.

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We are subject to risks from our international operations.

We operate globally with several operational centers in Israel, the United Kingdom, the U.S. and Bulgaria, and have customers, potential customers and suppliers across different regions of the world. We are also developing our business across several international markets, where each country in which our customers plan to launch their projects has different infrastructure, regulations, systems and customer expectations, all of which requires more investment by us than if we only operated in one country. As a result, we are subject to regulatory, geopolitical and other risks associated with doing business internationally, including:

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global and local economic, social and political conditions and uncertainty;

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currency controls and fluctuations;

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formal or informal imposition of export, import or doing-business regulations, including trade sanctions, tariffs and other related restrictions;

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compliance with laws and regulations that differ among jurisdictions, including those covering taxes, intellectual property ownership and infringement, export control regulations, anti-corruption and anti-bribery, antitrust and competition, data privacy, and environment, health, and safely;

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labor market conditions and workers’ rights affecting our operations; and

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occurrences of geopolitical crises such as terrorist activity, armed conflict, civil or military unrest or political instability, which may disrupt our operations — for example, conflicts in Asia implicating the global semi-conductor supply-chain, such as conflicts between Taiwan and China, or the armed conflict between Russia and Ukraine, could lead to regional and/or global instability, as well as adversely affect supply chains as well as commodity and other financial markets or economic conditions. The U.S., EU, the United Kingdom, Switzerland and other countries have imposed, and may further impose, financial and economic sanctions and export controls targeting certain Russian entities and/or individuals, and we, or our customers, may face restrictions on engaging with certain businesses due to any current or impending sanctions and laws, which could adversely affect our business.

These and other factors could harm our operations and materially impact our business, results of operations and financial condition.

Risks Related to Litigation, Laws and Regulation and Governmental Matters

Our business is subject to a wide range of laws and regulations, many of which are continuously evolving, and failure to comply with such laws and regulations could harm our business, financial condition and operating results.

We are subject to environmental, labor, health, safety and other laws and regulations in Israel, the United Kingdom, the United States and other jurisdictions in which we operate or sell our chips and satellite communications systems. We are also required to obtain authorizations or licenses from governmental authorities for certain of our operations, including with respect to regulatory approval of our Aero products for installation on commercial aircraft, and have to protect our intellectual property worldwide. In the jurisdictions where we operate, we need to comply with differing standards and varying practices of regulatory, tax, judicial and administrative bodies.

Our business environment is also subject to many business uncertainties, resulting from the following international risks:

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negative economic developments in economies around the world and the instability of governments;

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social and political instability in the countries in which we operate;

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pandemics or national and international environmental, nuclear or other disasters, which may adversely affect our workforce, as well as our local suppliers and customers;

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adverse changes in governmental policies, especially those affecting trade and investment;

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foreign currency exchange, in particular with respect to the U.S. dollar, the Euro, the British pound sterling, the Israeli Shekel, and transfer restrictions, in particular in Russia and China; and

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threats that our operations or property could be subject to nationalization and expropriation.

No assurance can be given that we have been or will be at all times in complete compliance with the laws and regulations to which we are subject or that we have obtained or will obtain the permits and other authorizations or licenses that we need. If we violate or fail to comply with laws, regulations, permits and other authorizations or licenses, we could be fined or otherwise sanctioned by regulators. In addition, if any of the international business risks materialize or become worse, they could also have a material adverse effect on our business, financial condition and results of operations.

Changes in government trade policies, including the imposition of export restrictions, could limit our ability to sell our chips and satellite communications systems to certain customers, which may materially and adversely affect our sales and results of operations.

We are subject to United Kingdom, Israeli and, to a certain extent, the US export control and economic sanctions laws, which prohibit the shipment of certain products to embargoed or sanctioned countries and regions, governments and persons. In addition, we incorporate encryption capabilities into certain of our products, and these products are subject to Israel export control requirements that control the use, import and export of encryption technology.

Any change in export or import regulations, the scope of economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries, governments, persons or technologies targeted by such sanctions, legislation or regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. Additionally, any new, expanded or modified sanctions, legislation or regulations, such as the sanctions imposed on Russia following its invasion of the Ukraine, could adversely affect the operations of certain of our customers, which could in turn adversely affect their demand for our products and services.

The loss of customers, the imposition of restrictions on our ability to sell products to customers or the reduction in customer demand for our products as a result of export restrictions or other regulatory actions could materially adversely affect our sales, business and results of operations.

We have received grants from the Israeli Innovation Authority that require us to meet several specified conditions and may restrict our ability to manufacture some product candidates and transfer relevant know-how outside of Israel.

We have received grants from the government of Israel through the National Authority for Technological Innovation (formerly known as the Office of the Chief Scientist of the Ministry of Economy and Industry) (the “Israel Innovation Authority” or “IIA”) under several research and development programs funded by the IIA (the “Approved Programs”), in an aggregate amount of $6.1 million for the financing of our research and development expenditures in Israel. These IIA grants are comprised of $3.3 million royalty-bearing grants which are related to certain elements of the SX-3000 chip, which currently forms a nominal part of our activities, and $2.8 million of non-royalty-bearing grants which are related to several consortium programs (with participation of academic institutions and the industry) for the developing of related ASIC manufacturing technologies. We are required to pay the IIA royalties from the revenues generated from the sale of products (and related services) or services using the IIA royalty-bearing grants we received under certain Approved Programs at rates which are determined under the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984, and related rules, guidelines and regulations (the “Innovation Law”), up to the aggregate amount of the total grants received by the IIA, plus annual interest at an annual rate based on the 12-month LIBOR. In this regard, the United Kingdom’s Financial Conduct Authority, which regulates the London Interbank Offered Rate (LIBOR), announced that it will no longer persuade or require banks to submit rates for LIBOR after January 1, 2022. To date, the IIA has not issued any clarification regarding an alternative interest to be used instead of the LIBOR. Accordingly, there is an uncertainty regarding the interest accrued to the IIA grants.

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As we received grants from the IIA, we are subject to certain restrictions under the Innovation Law. These restrictions may impair our ability to perform or outsource manufacturing activities outside of Israel, grant licenses for R&D purposes or otherwise transfer outside of Israel, in each case, without the approval of the IIA, the intellectual property and other know-how resulting, directly or indirectly, in whole or in part, in accordance with or as a result of, research and development activities made according to the Approved Programs, as well as any rights associated with such know-how (including later developments which derive from, are based on, or constitute improvements or modifications of, such know-how) (the “IIA Funded Know-How”). We cannot be certain that any approval of the IIA will be obtained on terms that are acceptable to us, or at all. Furthermore, in the event that we undertake a transaction involving the transfer to a non-Israeli entity of IIA Funded Know-How pursuant to a merger or similar transaction, or in the event we undertake a transaction involving the licensing of IIA Funded Know-How for R&D purposes to a non-Israeli entity, the consideration available to our shareholders may be reduced by the amounts we are required to pay to the IIA. Any approval with respect to such transactions, if given, will generally be subject to additional financial obligations, calculated according to formulas provided under the IIA’s rules and guidelines. Failure to comply with the requirements under the Innovation Law may subject us to financial sanctions, to mandatory repayment of grants received by us (together with interest and penalties), as well as expose us to criminal proceedings.

The restrictions under the Innovation Law generally continue to apply even after payment of the full amount of royalties payable pursuant to the grants. In addition, the government of the State of Israel may from time to time audit sales of products which it claims incorporate IIA Funded Know-How and this may lead to additional royalties being payable on additional product candidates, and may subject such products to the restrictions and obligations specified hereunder.

See “Business — Grants from the Israel Innovation Authority” for additional information.

The United Kingdom’s decision to exit from the European Union (the “EU”) has had, and may continue to have, uncertain effects on our business.

On December 31, 2020 the transition period following the United Kingdom’s departure from the EU (“Brexit”) ended. On December 24, 2020, the United Kingdom and the EU agreed to a trade and cooperation agreement (the “Trade and Cooperation Agreement”), in relation to the United Kingdom’s withdrawal from the EU which will enter into force on the first day of the month following that in which the United Kingdom and the EU have notified each other that they have completed their respective internal requirements and procedures for establishing their consent to be bound. The Trade and Cooperation Agreement took full effect on February 28, 2021 and provided for, among other things, zero-rate tariffs and zero quotas on the movement of goods between the United Kingdom and the EU.

We have significant operations in the United Kingdom and Bulgaria and cannot predict whether or not the United Kingdom will significantly alter its current laws and regulations in respect of the satellite communications and semiconductor industry and, if so, what impact any such alteration would have on us or our business. Moreover, we cannot predict the impact that Brexit will have on (i) the marketing of our chips or satellite communications systems or (ii) the process to obtain regulatory approval in the United Kingdom for our business, chips or satellite communications systems. As a result of Brexit, we may experience adverse impacts on customer demand and profitability in the United Kingdom and other markets. Depending on the terms of Brexit and any subsequent trade agreement, the United Kingdom could also lose access to the single EU market, or specific countries in the EU, resulting in a negative impact on the general and economic conditions in the United Kingdom and the EU. Changes may occur in regulations that we are required to comply with as well as amendments to treaties governing tax, duties, tariffs, etc. which could adversely impact our operations and require us to modify our financial and supply arrangements. For example, the imposition of any import restrictions and duties levied on our chips and satellite communications systems may make our chips and satellite communications systems more expensive and less competitive from a pricing perspective. To avoid such impacts, we may have to restructure or relocate some of our operations which would be costly and negatively impact our profitability and cash flow.

Additionally, political instability in the EU as a result of Brexit may result in a material negative effect on credit markets, currency exchange rates and foreign direct investments and any subsequent trade agreement in the EU and UK. This deterioration in economic conditions could result in increased

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unemployment rates, increased short- and long-term interest rates, adverse movements in exchange rates, consumer and commercial bankruptcy filings, a decline in the strength of national and local economies, and other results that negatively impact household incomes.

Furthermore, as a result of Brexit, other European countries may seek to conduct referenda with respect to their continuing membership with the EU. Given these possibilities and others we may not anticipate, as well as the absence of comparable precedent, it is unclear what financial, regulatory and legal implications the withdrawal of the United Kingdom from the EU would have and how such withdrawal would affect us, and the full extent to which our business could be adversely affected.

Risks Related to Intellectual Property, Information Technology, Data Privacy and Cybersecurity

We rely on our intellectual property and proprietary rights and may be unable to adequately obtain, maintain, enforce, defend or protect our intellectual property and proprietary rights, including against unauthorized use by third parties.

We rely on a combination of patent, trademark, copyright and trade secret laws, as well as contractual rights and confidentiality procedures to protect our intellectual property and proprietary rights. We seek to maintain the confidentiality of our trade secrets and confidential information through nondisclosure policies, the use of appropriate confidentiality agreements and other security measures.

We have registered a number of patents worldwide and have a number of patent applications pending determination, including provisional patent applications for which we are considering whether to file a non-provisional patent application. We cannot be certain that patents will be issued from any of our pending patent applications or that patents will be issued in all countries where our systems may be sold. Further, we cannot be certain that any claims allowed from pending applications will be of sufficient scope or strength to provide meaningful protection against our competitors in any particular jurisdiction. Our competitors may also be able to design around our patents. Additionally, we have not applied for patents with respect to certain of our products, and cannot ensure that any patent applications for such products will be made by us or that, if they are made, they will be granted. There can be no assurance our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to our systems and compete with our business or that unauthorized parties may attempt to copy aspects of our systems and use information that we consider proprietary. In addition, our patents and other intellectual property rights can be challenged, narrowed or rendered invalid or unenforceable, including through interference proceedings, reexamination proceedings, post-grant review, inter partes review and derivation proceedings before the United States Patent and Trademark Office and similar proceedings in foreign jurisdictions, such as oppositions before the European Patent Office. Any of the foregoing could potentially result in the loss of some of our competitive advantage and a decrease in revenue which would adversely affect our business, prospects, financial condition and operating results.

Additionally, we have not registered the right to use the SatixFy trademark, and cannot ensure that any such trademark registrations for the SatixFy name will be made by us or that, if they are made, they will be granted. Unregistered, or common law, trademarks may be more difficult to enforce than registered trademarks in the United States because they are not entitled to, among other things, a presumption of ownership and exclusive rights on a nationwide basis, and certain statutory remedies (including the right to record the trademarks with the U.S. Customs and Border Patrol to block importation of infringing goods from overseas). Moreover, there are jurisdictions that do not recognize unregistered trademark rights, and third parties in these jurisdictions may register trademarks similar or identical to our own and sue us to preclude our use of the SatixFy name. The rights of a common law trademark are also limited to the geographic area in which the trademark is actually used. Even where we have effectively secured statutory protection for our use of the SatixFy name, our competitors and other third parties may infringe, misappropriate or otherwise violate our intellectual property, and in the course of litigation, such competitors and other third parties may attempt to challenge the breadth of our ability to prevent others from using similar trademarks. If such challenges were to be successful, less ability to prevent others from using similar trademarks may ultimately result in a reduced distinctiveness of our brand.

We may, over time, strategically increase our intellectual property investment through additional patent, trademark, copyright and other intellectual property filings, which could be expensive and time-consuming and are not guaranteed to result in the issuance of registrations. Even if we are successful in

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obtaining a particular patent, trademark or copyright registration, it is expensive to enforce our rights, including through maintenance costs, monitoring, sending demand letters, initiating administrative proceedings and filing lawsuits. In addition to registering material and eligible intellectual property, we rely to a degree on contractual restrictions to prevent others from exploiting our intellectual property rights. However, the enforceability of these provisions is subject to various state and federal laws, and is therefore uncertain.

Our reliance on unpatented proprietary information, such as trade secrets and confidential information, depends in part on agreements we have in place with employees, independent contractors and other third parties that allocate ownership of intellectual property and place restrictions on the use and disclosure of this intellectual property and confidential information. These agreements may be insufficient or may be breached, in either case potentially resulting in the unauthorized use or disclosure of our trade secrets and other intellectual property and confidential information, including to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property, and we cannot be certain that we will have adequate remedies for any breach. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or other intellectual property or confidential information or otherwise developed intellectual property for us. Individuals and entities not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property. Additionally, to the extent that our employees, independent contractors, or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

In addition, the laws of some countries in which our systems are developed, manufactured or sold may not adequately protect our systems or intellectual property or proprietary rights. Furthermore, recent changes to U.S. intellectual property laws may jeopardize the enforceability and validity of our intellectual property portfolio. This increases the possibility of infringement, misappropriation or other violations of our intellectual property and proprietary rights in our technology and systems. Although we intend to vigorously defend our intellectual property and proprietary rights, we may not be able to prevent the infringement, misappropriation or other violation of our intellectual property and proprietary rights in our technology and systems. We will not be able to protect our intellectual property rights if we are unable to enforce our rights or if we do not detect unauthorized use of our intellectual property rights. Any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Additionally, our competitors may be able to independently develop non-infringing technologies that are substantially equivalent or superior to ours.

We have in the past, and may in the future, engage in legal action to enforce, defend or protect our intellectual property and proprietary rights. Our efforts to enforce our intellectual property rights in this manner may be met with defenses, counterclaims, and countersuits attacking the validity and enforceability of our intellectual property rights. Generally, intellectual property litigation is both expensive, time-consuming and unpredictable. Our involvement in intellectual property litigation could divert the attention of our management and technical personnel, expose us to significant liability and have a material, adverse effect on our business.

We may be subject to claims of infringement, misappropriation or other violations of third-party intellectual property or proprietary rights.

The industries in which we compete are characterized by rapidly changing technologies, a large number of patents, and claims and related litigation regarding patent and other intellectual property rights. Third parties have in the past, and may in the future, assert claims that our systems infringed, misappropriated or otherwise violated their patent or other intellectual property or proprietary rights. This risk has been amplified by the increase in “non-practicing entities” or patent holding companies that seek to monetize patents they have purchased or otherwise obtained and whose sole or primary business is to assert such claims. Such assertions could lead to expensive, time-consuming and unpredictable litigation, diverting the attention of management and technical personnel. Even if we believe that intellectual property related-claims are without merit, litigation may be necessary to determine the scope and validity of intellectual property or proprietary rights of others or to protect or enforce our intellectual property rights. An unsuccessful result in any such litigation could have adverse effects on our business, which may include substantial damages, exclusion

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orders, royalty payments to third parties, injunctions requiring us to, among other things, stop using our intellectual property or rebrand or redesign our systems, stop providing our systems, and indemnification obligations that we have with certain parties with whom we have commercial relationships. Moreover, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a third-party’s patent. In addition, if one of our customers or another supplier to one of our customers are alleged or found to be infringing, misappropriating or otherwise violating any third-party intellectual property or proprietary rights, such finding could expose us to legal claims and otherwise adversely affect the demand for our systems.

We rely on the availability of third-party licenses of intellectual property, and if we fail to comply with our obligations under such agreements or are unable to extend our existing third-party licenses or enter into new third-party licenses on reasonable terms or at all, it could have a material adverse effect on our business, operating results and financial condition.

Many of our systems are designed to include software or other intellectual property licensed from third parties. It may be necessary in the future to seek or renew licenses relating to various elements of the technology used to develop these systems or our future systems. While we believe, based upon past experience and standard industry practice, that such licenses generally could be obtained on commercially reasonable terms, we cannot assure that our existing or future third-party licenses will be available to us on commercially reasonable terms, if at all. The licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, in return for the use of a third party’s intellectual property, we may agree to pay the licensor royalties based on sales of our systems. Royalties are a component of cost of systems and affect the margins on our systems.

Further, if we fail to comply with any of our obligations under such agreements, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our systems or inhibit our ability to commercialize future systems. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed intellectual property rights against infringing third parties, if the licensed software or other intellectual property rights are found to be infringing third-party rights, or if we are unable to enter into necessary licenses on acceptable terms. In addition, our rights to certain technologies are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property, or increase what we believe to be our financial or other obligations under the relevant agreement. Additionally, third parties from whom we currently license intellectual property rights and technology could refuse to renew our agreements upon their expiration or could impose additional terms and fees that we otherwise would not deem acceptable requiring us to obtain the intellectual property from another third party, if any is available, or to pay increased licensing fees or be subject to additional restrictions on our use of such third party intellectual property. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing our systems. Our inability to maintain or obtain any third-party license required to sell or develop our systems and product enhancements, or the need to engage in litigation regarding our third-party licenses, could have a material adverse effect on our business, operating results and financial condition.

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We use open source software in our systems, which could negatively affect our ability to offer our systems and subject us to litigation and other actions.

We rely on some open source in the development of our chips for the purpose of activating and operating the chips, and may continue to rely on similar licenses. Third parties may assert a copyright claim against us regarding our use of such software or libraries, including asserting its ownership of, or demanding release of, the open source software or derivative works that we have developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. We may also be forced to purchase a costly license or cease offering the implicated systems unless and until we can re-engineer them to avoid infringement, which may be a costly and time-consuming process, and we may not be able to complete the re-engineering process successfully. Like any other intellectual property claim or litigation, such claims could lead to the adverse results listed above. However, the terms of many open source licenses have not been interpreted by the courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our systems. In addition, some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost, and we may be subject to such terms. As a result, use of such software or libraries by us may also force us to provide third parties, at no cost, the source code to our systems. Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. While we monitor our use of open source software and do not believe that our use of such software would require us to disclose our proprietary source code or that would otherwise breach the terms of an open source agreement, such use could inadvertently occur, or could be claimed to have occurred, in part because open source license terms are often ambiguous. Any of these risks could be difficult to eliminate or manage and may decrease revenue and lessen any competitive advantage we have due to the secrecy of its source code.

We may be obligated to disclose our proprietary source code to certain of our customers, which may limit our ability to protect our intellectual property and proprietary rights.

In limited circumstances, our customer agreements may contain provisions permitting the customer to become a party to, or a beneficiary of, a source code escrow agreement under which we place the proprietary source code for certain of our systems in escrow with a third party. Under these source code escrow agreements, our source code may be released to the customer upon the occurrence of specified events, such as in situations of our bankruptcy or insolvency. Disclosing the content of our source code may limit the intellectual property protection we can obtain or maintain for our source code or our systems containing that source code and may facilitate intellectual property infringement, misappropriation or other violation claims against us. Following any such release, we cannot be certain that customers will comply with the restrictions on their use of the source code and we may be unable to monitor and prevent unauthorized disclosure of such source code by customers. Any increase in the number of people familiar with our source code as a result of any such release also may increase the risk of a successful hacking attempt. Any of these circumstances could result in a material adverse effect on our business, financial condition and results of operations.

Defects, errors or other performance problems in our software or hardware, or the third-party software or hardware on which we rely, could harm our reputation, result in significant costs to us, impair our ability to sell our systems and subject us to substantial liability.

Our software and hardware, and those of third parties on which we rely, is complex and may contain defects or errors when implemented or when new functionality is released, as we may modify, enhance, upgrade and implement new systems, procedures and controls to reflect changes in our business, technological advancements and changing industry trends. Despite our testing, from time to time we have discovered

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and may in the future discover defects or errors in our software and hardware. Any performance problems or defects in our software or hardware, or those of third parties on which we rely, could materially and adversely affect our business, financial condition and results of operations. Defects, errors or other similar performance problems or disruptions, whether in connection with day-to-day operations or otherwise, could be costly for us, damage our customers’ businesses, harm our reputation and result in reduced sales or a loss of, or delay in, the market acceptance of our systems. In addition, if we have any such errors, defects or other performance problems, our clients could seek to terminate their contracts, delay or withhold payment or make claims against us. Any of these actions could result in liability, lost business, increased insurance costs, difficulty in collecting accounts receivable, costly litigation or adverse publicity, which could materially and adversely affect our business, financial condition and results of operations.

Cybersecurity breaches, attacks and other similar incidents, as well as other disruptions, could compromise our confidential and proprietary information, including personal information, and expose us to liability and regulatory fines, increase our expenses, or result in legal or regulatory proceedings, which would cause our business and reputation to suffer.

We rely on trade secrets, technical know-how and other unpatented confidential and proprietary information relating to our product development and production activities to provide us with competitive advantages. We also collect, maintain and otherwise process certain sensitive and other personal information regarding our employees, as well as contact information of our customers and service providers, in the ordinary course of business. One of the ways we protect this information is by entering into confidentiality agreements with our employees, consultants, customers, suppliers, strategic partners and other third parties with which we do business. We also design our computer networks and implement various procedures to restrict unauthorized access to dissemination of our confidential and proprietary information.

We, and our service providers which may have access to any such information, face various internal and external cybersecurity threats and risks. For example, current, departing or former employees or other individuals or third parties with which we do business could attempt to improperly use or access our computer systems and networks, or those of our service providers, to copy, obtain or misappropriate our confidential or proprietary information, including personal information, or otherwise interrupt our business. Additionally, like others, we and our service providers are subject to significant system or network or computer system disruptions from numerous causes, including cybersecurity breaches, attacks or other similar incidents, facility access issues, new system implementations, human error, fraud, energy blackouts, theft, fire, power loss, telecommunications failure or a similar catastrophic event. Moreover, computer viruses, worms, malware, ransomware, phishing, spoofing, malicious or destructive code, social engineering, denial-of-service attacks, and other cyber-attacks have become more prevalent and sophisticated in recent years. Attacks of this nature may be conducted by sophisticated and organized groups and individuals with a wide range of motives and expertise, including organized criminal groups, “hacktivists,” terrorists, nation states, nation state-supported actors, and others. We have been subject to attempted cyberattacks in the past, including attempted phishing attacks, and may continue to be subject to such attacks in the future. While we defend against these threats and risks on a daily basis, we do not believe that any such incidents to date have caused us any material damage. Because the techniques used by computer hackers and others to access or sabotage networks and computer systems constantly evolve and generally are not recognized until launched against a target, we and our service providers may be unable to anticipate, detect, react to, counter or ameliorate all of these techniques or remediate any incident as a result therefrom. Further, the COVID-19 pandemic has increased cybersecurity risk due to increased online and remote activity. As a result, our and our customers’ and employees’ confidential and proprietary information, including personal information, may be subject to unauthorized release, accessing, gathering, monitoring, loss, destruction, modification, acquisition, transfer, use or other processing, and the impact of any future incident cannot be predicted. While we generally perform cybersecurity diligence on our key service providers, because we do not control our service providers and our ability to monitor their cybersecurity is limited, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them. Due to applicable laws and regulations or contractual obligations, we may be held responsible for cybersecurity breaches, attacks or other similar incidents attributed to our service providers as they relate to the information we share with them.

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We routinely implement improvements to our network security safeguards and we are devoting increasing resources designed to protect the security of our information technology systems. We cannot, however, assure that such safeguards or system improvements will be sufficient to prevent or limit a cybersecurity breach, attack or other similar incident or network or computer system disruption, or the damage resulting therefrom. We may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate or remediate any cybersecurity vulnerabilities, breaches, attacks or other similar incidents. Any cybersecurity incident, attack or other similar incident, or our failure to make adequate or timely disclosures to the public, regulators, or law enforcement agencies following any such event, could harm our competitive position, result in violations of applicable data privacy or cybersecurity laws or regulations, result in a loss of customer confidence in the adequacy of our threat mitigation and detection processes and procedures, cause us to incur significant costs to remedy the damages caused by the incident or defend legal claims, subject us to additional regulatory scrutiny, expose us to civil litigation, fines, damages or injunctions, cause disruption to our business activities, divert management attention and other resources or otherwise adversely affect our internal operations and reputation or degrade our financial results.

The costs related to cybersecurity breaches, attacks or other similar incidents or network or computer system disruptions typically would not be fully insured or indemnified by others. We cannot ensure that any limitations of liability provisions in our agreements with customers, service providers and other third parties with which we do business would be enforceable or adequate or would otherwise protect us from any liabilities or damages with respect to any particular claim in connection with a cybersecurity breach, attack or other similar incident. We do not currently maintain cybersecurity insurance, and therefore the successful assertion of one or more large claims against us in connection with a cybersecurity breach, attack or other similar incident could adversely affect our business and financial condition.

We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks and potential liability.

In the ordinary course of our business, we collect, use, transfer, store, maintain and otherwise process certain sensitive and other personal information regarding our employees, and contact information of our customers and service providers, that is subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity. Ensuring that our collection, use, transfer, storage, maintenance and other processing of personal information complies with applicable laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity in relevant jurisdictions can increase operating costs, impact the development of new systems, and reduce operational efficiency. Global legislation, enforcement, and policy activity in this area is rapidly expanding and creating a complex regulatory compliance environment. Any actual or perceived mishandling or misuse of the personal information by us or a third party with which we are affiliated, including payrolls providers and other service providers that have access to sensitive and other personal information, could result in litigation, regulatory fines, penalties or other sanctions, damage to our reputation, disruption of our business activities, and significantly increased business and cybersecurity costs or costs related to defending legal claims.

Internationally, many jurisdictions have established data privacy and cybersecurity legal frameworks with which we may need to comply. For example, the EU has adopted the General Data Protection Regulation (“GDPR”), which requires covered businesses to comply with rules regarding the processing of personal data, including its use, protection and the ability of persons whose personal data is processed to access, to correct or delete personal data about themselves. Failure to meet GDPR requirements could result in penalties of up to 4% of annual worldwide turnover or EUR 20 million (UK£17.5 million) (whichever is the greater). Additionally, the U.K. General Data Protection Regulation (“U.K. GDPR”) (i.e., a version of the GDPR as implemented into U.K. law) went into effect following Brexit. While the GDPR and the U.K. GDPR are substantially the same, going forward there is increasing risk for divergence in application, interpretation and enforcement of the data privacy and cybersecurity laws and regulations as between the EU and the United Kingdom, which may result in greater operational burdens, costs and compliance risks. Additionally, the GDPR and the U.K. GDPR include certain limitations and stringent obligations with respect to the transfer of personal data from the EU and the United Kingdom to third countries (including the United

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States), and the mechanisms to comply with such obligations are also in considerable flux and may lead to greater operational burdens, costs and compliance risks.

At the federal level, we are subject to the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. Moreover, the United States Congress has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which we may be subject if passed. Data privacy and cybersecurity are also areas of increasing state legislative focus and we are, or may in the future become, subject to various state laws and regulations regarding data privacy and cybersecurity. For example, the California Consumer Protection Act of 2018 (the “CCPA”), which became effective on January 1, 2020, applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds. The CCPA gives California residents certain rights with respect to personal information collected about them. Further, effective in most material respects starting on January 1, 2023, the California Privacy Rights Act (“CPRA”) (which was passed via a ballot initiative as part of the November 2020 election) will significantly modify the CCPA, including by expanding California residents’ rights with respect to certain sensitive personal information. Other states where we do business, or may in the future do business, or from which we otherwise collect, or may in the future otherwise collect, personal information of residents have adopted or are considering adopting similar laws. Laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach. Certain state laws and regulations may be more stringent, broader in scope, or offer greater individual rights, with respect to personal information than international, federal or other state laws and regulations, and such laws and regulations may differ from each other, which may complicate compliance efforts and increase compliance costs. The interpretation and application of international, federal and state laws and regulations relating to data privacy and cybersecurity are often uncertain and fluid, and may be interpreted and applied in a manner that is inconsistent with our data practices.

Further, while we strive to publish and prominently display privacy policies that are accurate, comprehensive, and compliant with applicable laws, regulations, rules and industry standards, we cannot ensure that our privacy policies and other statements regarding our practices will be sufficient to protect us from claims, proceedings, liability or adverse publicity relating to data privacy or cybersecurity. Although we endeavor to comply with our privacy policies, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other documentation that provide promises and assurances about privacy and cybersecurity can subject us to potential federal or state action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.

Any failure or perceived or inadvertent failure by us to comply with our privacy policies, or existing or new laws, regulations, rules, standards or contractual obligations, or any compromise of security that results in unauthorized access to, or unauthorized loss, destruction, use, modification, acquisition, disclosure, release or transfer of personal information, may result in substantial costs, time and other resources, orders to stop or modify the alleged non-compliant activity, proceedings or actions against us by governmental entities or others, legal liability, audits, regulatory inquiries, governmental investigations, enforcement actions, claims, fines, judgments, awards, penalties, sanctions and costly litigation (including class actions). Any of the foregoing could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our systems, and ultimately result in the imposition of liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Tax and Accounting

Changes in our effective tax rate may adversely impact our results of operations.

We are subject to taxation in Israel, the United Kingdom., the U.S. and Bulgaria. Our effective tax rate is subject to fluctuations, as it is impacted by a number of factors, including the following:

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changes in our overall profitability and the amount of profit determined to be earned and taxed in jurisdictions with differing statutory tax rates;

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the resolution of issues arising from tax audits with various tax authorities;

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the impact of transfer pricing policies;

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changes in the valuation of either our gross deferred tax assets or gross deferred tax liabilities;

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changes in expenses not deductible for tax purposes;

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changes in available tax credits; and

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changes in tax laws or the interpretation of such tax laws, and changes in generally accepted accounting principles.

Any significant increase in our future effective tax rates could reduce net income for future periods.

Exchange rate fluctuations between the U.S. dollar, the British pound, the Euro and other foreign currencies may negatively affect our future revenues.

Our results of operations are affected by movements in currency exchange rates. The functional currency for our operations is the U.S. dollar. Our revenue is primarily denominated in Euro and British pound. Our operating expenses and certain working capital items are denominated in the local currencies and therefore are affected by changes in the U.S. dollar exchange rate. Due to the constantly changing currency exposures to which we are subject and the volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. See “— The United Kingdom’s decision to exit from the European Union (the “EU”) has had, and may continue to have, uncertain effects on our business.” In addition, our exposure to various currencies may increase or decrease over time as the volume of our business fluctuates in the countries where we have operations, and these changes could have a material impact on our financial results.

Changes to tax laws or regulations in Israel, the United Kingdom, the EU and other jurisdictions expose us to tax uncertainties and could adversely affect our results of operations or financial condition.

As a multinational business, operating in multiple jurisdiction such as Israel, the United Kingdom and the EU, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. Changes to tax laws or regulations in the jurisdictions in which we operate, or in the interpretation of such laws or regulations, could, significantly increase our effective tax rate and reduce our cash flow from operating activities, and otherwise have a material adverse effect on our financial condition. Since a significant portion of our operations are located in Israel and the United Kingdom, changes in tax laws or regulations in Israel or the United Kingdom could significantly affect our operating results. Further changes in the tax laws of foreign jurisdictions could arise, in particular, as a result of different initiatives undertaken by the Organization for Economic Co-operation and Development (the “OECD”). Any changes in the OECD policy or recommendations, if adopted, could increase tax uncertainty and may adversely affect our provision for income taxes and increase our tax liabilities. In addition, other factors or events, including business combinations and investment transactions, changes in the valuation of our deferred tax assets and liabilities, adjustments to taxes upon finalization of various tax returns or as a result of deficiencies asserted by taxing authorities, increases in expenses not deductible for tax purposes, changes in available tax credits, changes in transfer pricing methodologies, other changes in the apportionment of our income and other activities among tax jurisdictions, and changes in tax rates, could also increase our effective tax rate.

We are subject to regular review and audit by Israeli, the United Kingdom and other foreign tax authorities. Although we believe our tax estimates are reasonable, the authorities in these jurisdictions could review our tax returns and impose additional taxes, interest, linkage and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could materially affect our income tax provision, net income, or cash flows in the period or periods for which such determination and settlement is made. We may also be liable for taxes in connection with businesses we acquire. Our determinations are not binding on any taxing authorities, and accordingly the final determination in an audit or other proceeding may be materially different than the treatment reflected in our tax provisions, accruals and returns. An

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assessment of additional taxes because of an audit could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Transfer pricing rules may adversely affect our corporate income tax expense.

Many of the jurisdictions in which we conduct business have detailed transfer pricing rules, which require contemporaneous documentation establishing that all transactions with non-resident related parties be priced using arm’s length pricing principles. The tax authorities in these jurisdictions could challenge our related party transfer pricing policies and as a consequence the tax treatment of corresponding expenses and income. International transfer pricing is an area of taxation that depends heavily on the underlying facts and circumstances and generally involves a significant degree of judgment. If any of these tax authorities are successful in challenging our transfer pricing policies, we may be liable for additional corporate income tax, and penalties and interest related thereto, which may have a significant impact on our results of operations and financial condition.

If we or any of our subsidiaries are characterized as a PFIC for U.S. federal income tax purposes, U.S. investors may suffer adverse tax consequences.

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income (including cash). For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, rents, royalties and capital gains. Based on the current and anticipated composition of our and our subsidiaries’ income, assets and operations, we do not believe we will be treated as a PFIC for the taxable year that includes the Business Combination. However, there can be no assurances in this regard or any assurances that we will not be treated as a PFIC in any future taxable year. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you that the Internal Revenue Services (the “IRS”) will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Whether we or any of our subsidiaries are a PFIC for any taxable year is a factual determination that depends on, among other things, the composition of our and our subsidiaries’ income and assets. Changes in the composition of our and our subsidiaries’ income or assets may cause us to be or become a PFIC for the current or subsequent taxable years. Whether we are treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.

If we are a PFIC for any taxable year, a U.S. investor who owns our ordinary shares may be subject to adverse tax consequences and may incur certain information reporting obligations. For a further discussion, see “Taxation — U.S. Federal Income Tax Considerations — Ownership and Disposition of SatixFy Ordinary Shares and SatixFy Warrants by U.S. Holders — Passive Foreign Investment Company Rules.” U.S. investors who own our ordinary shares and/or warrants are strongly encouraged to consult their own advisors regarding the potential application of these rules to us and the ownership of our ordinary shares and/or warrants.

If a U.S. investor is treated for U.S. federal income tax purposes as owning at least 10% of the SatixFy Ordinary Shares, such U.S. investor may be subject to adverse U.S. federal income tax consequences.

For U.S. federal income tax purposes, if a U.S. investor who is a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our ordinary shares, such U.S. investor may be treated as a “United States shareholder” with respect to us, or any of our non-U.S. subsidiaries. A non-U.S. corporation is considered a controlled foreign corporation if more than 50% of (1) the total combined voting power of all classes of stock of such corporation entitled to vote, or (2) the total value of the stock of such corporation is owner, or is considered as owned by applying certain constructive ownership rules, by United States shareholders on any day during the taxable year of such non-U.S. corporation. If

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we have one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be treated as a controlled foreign corporation regardless of whether we are treated as a controlled foreign corporation (although there are recently promulgated final and currently proposed Treasury regulations that may limit the application of these rules in certain circumstances).

Certain United States shareholders of a controlled foreign corporation may be required to report annually and include in their U.S. federal taxable income their pro rata share of the controlled foreign corporation’s “Subpart F income” and, in computing their “global intangible low-taxed income,” “tested income” and a pro rata share of the amount of certain U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. The amount includable by a United States shareholder under these rules is based on a number of factors, including potentially, but not limited to, the controlled foreign corporation’s current earnings and profits (if any), tax basis in the controlled foreign corporation’s assets, and foreign taxes paid by the controlled foreign corporation on its underlying income. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may extend the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due. We cannot provide any assurances that we will assist U.S. investors in determining whether we or any of our non-U.S. subsidiaries are treated as a controlled foreign corporation for U.S. federal income tax purposes or whether any U.S. investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations if we, or any of our non-U.S. subsidiaries, is treated as a controlled foreign corporation for U.S. federal income tax purposes. U.S. investors who hold 10% or more of the combined voting power or value of our ordinary shares are strongly encouraged to consult their own advisors regarding the U.S. tax consequences of owning or disposing of our ordinary shares.

Risks Related to Being a Public Company

The listing of the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE will not benefit from the process undertaken in connection with an underwritten initial public offering, which could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for our securities.

We will apply to list the SatixFy Ordinary Shares and the SatixFy Public Warrants on the NYSE under the symbols “SATX” and “SATXW,” respectively, to be effective at the Closing. Unlike an underwritten initial public offering of our securities, the initial listing of our securities as a result of the Business Combination will not benefit from the following:

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the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities;

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underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing; and

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underwriter due diligence review of the offering and potential liability for material misstatements or omissions of fact in a prospectus used in connection with the securities being offered or for statements made by its securities analysts or other personnel.

The lack of such a process in connection with the listing of our securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for our securities during the period immediately following the listing than in connection with an underwritten initial public offering.

We will incur increased expenses as a result of being a public company, and our current resources may not be sufficient to fulfill our public company obligations.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE and other applicable securities rules and regulations impose various requirements on public companies, including establishment and maintenance of effective

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disclosure and financial controls and corporate governance practices. Our management and other personnel continue to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance, and could also make it more difficult for us to attract and retain qualified members of our board.

We continue to evaluate these rules and regulations and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting. Though we will be required to disclose material changes in internal control over financial reporting on an annual basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the year following our first annual report required to be filed with the SEC. To achieve compliance with Section 404 of the Sarbanes-Oxley Act within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.

We currently have limited accounting personnel and we have begun the process of evaluating the adequacy of our accounting personnel staffing level and other matters related to our internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404 of the Sarbanes-Oxley Act. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. As a result, the market price of the SatixFy Ordinary Shares could be negatively affected, and we could become subject to litigation including shareholder suits or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a material adverse effect on our business and share price.

As a private company, we have not been required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes Oxley Act. As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing, implementing, testing and maintaining effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing whether such controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial reporting.

It is possible that our internal control over financial reporting is not effective because it cannot detect or prevent material errors at a reasonable level of assurance. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and adversely affect our operating results. In addition, we will be required, pursuant to Section 404, to furnish a

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report by our management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation and testing. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. In addition, once we are no longer an emerging growth company, we will be required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm, pursuant to Section 404 of the Sarbanes-Oxley Act.

Furthermore, as a public company, we may, during the course of our testing of our internal controls over financial reporting, or during the subsequent testing by our independent registered public accounting firm, identify deficiencies which would have to be remediated to satisfy the SEC rules for certification of our internal controls over financial reporting. As a consequence, we may have to disclose in periodic reports we file with the SEC significant deficiencies or material weaknesses in our system of internal controls. The existence of a material weakness would preclude management from concluding that our internal controls over financial reporting are effective, and would preclude our independent auditors from issuing an unqualified opinion that our internal controls over financial reporting are effective. In addition, disclosures of this type in our SEC reports could cause investors to lose confidence in the accuracy and completeness of our financial reporting and may negatively affect the trading price of the SatixFy Ordinary Shares, and we could be subject to sanctions or investigations by regulatory authorities. Moreover, effective internal controls are necessary to produce reliable financial reports and to prevent fraud. If we have deficiencies in our disclosure controls and procedures or internal controls over financial reporting, it could negatively impact our business, results of operations and reputation.

Our senior management team has limited experience managing a public company, and regulatory compliance may divert our attention from the day-to-day management of our business.

Some members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations. These obligations and scrutiny will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.

An active trading market for our equity securities may not develop or may not be sustained to provide adequate liquidity.

An active trading market may not be sustained for the SatixFy Ordinary Shares. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. An inactive market may also impair our ability to raise capital by selling ordinary shares and may impair our ability to acquire other companies by using our shares as consideration.

We could be the subject of securities class action litigation due to future share price volatility, which could divert management’s attention and materially and adversely affect our business, financial position, results of operations and cash flows.

The trading prices of SatixFy Ordinary Shares and SatixFy Warrants may be volatile and, in the past, companies that have experienced volatility in the trading price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert management’s attention from other business concerns, which could adversely affect our business, financial condition and results of operations.

Future sales of equity securities by existing shareholders or by us, or future dilutive issuances of equity securities by us, could adversely affect prevailing market prices for our equity securities.

Immediately following completion of the Business Combination and other Transactions, we will have ordinary shares outstanding, assuming no redemptions. Sales by us or our shareholders of a substantial

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number of ordinary shares, the issuance of ordinary shares as consideration for acquisitions, or the perception that these sales might occur, could cause the market price of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

As of the date of this proxy statement/prospectus, there are 10,000,000 warrants to purchase Endurance Class A ordinary shares, which are held by Endurance’s Public Shareholders, and 7,630,000 warrants to purchase Endurance Class A ordinary shares, which are held by the Sponsor and Cantor. Pursuant to the Business Combination Agreement, each Endurance warrant outstanding will be assumed by SatixFy and on the same terms and conditions that applied to such Endurance warrant and become exercisable within thirty days after the consummation of the Business Combination with an exercise price of $11.50 per SatixFy Ordinary Share. Additionally, pursuant to the PIPE Financing, at the Closing, we will issue 2,910,000 PIPE Units to the PIPE Investors, which include 1,455,000 SatixFy Warrants that are exercisable within thirty days after the consummation of the Business Combination with an exercise price of $11.50 per share. To the extent the above referenced warrants are exercised, additional shares will be issued, which will result in dilution to our shareholders and increase the number of our ordinary shares eligible for resale in the public market, which could have an adverse effect on the market price of our ordinary shares. Pursuant to the Business Combination Agreement, 27,500,000 Price Adjustment Shares will be issued to SatixFy’s founders and the Sponsor. To the extent the Price Adjustment Shares vest upon the achievement of certain price thresholds as described herein, such Price Adjustment Shares will result in dilution to our shareholders and increase the number of our ordinary shares eligible for resale in the public market, which could have an adverse effect on the market price of our ordinary shares.

As of December 31, 2021, after giving pro forma effect to the Business Combination, we would have had up to $75 million aggregate principal amount of ordinary shares available for future issuance under the Equity Line of Credit to the investor thereunder. To the extent shares are issued and sold to the investor pursuant to the Equity Line of Credit, such issuance will result in permanent dilution to our shareholders and increase the number of our ordinary shares eligible for resale in the public market, which could have an adverse effect on the market price of our ordinary shares.

After giving pro forma effect to the Business Combination and other Transactions, we would have had 3,394,210 ordinary shares underlying options that would have been vested and exercisable and an additional 4,140,812 unvested options outstanding as of December 31, 2021. Further, in 2022 to date, we granted 1,370,244 additional options to certain employees. These grants, and any additional grants that we make in the future, will result in dilution to our shareholders, which may be material and could cause the market price for our equity securities to decline.

Our quarterly results of operations may fluctuate. As a result, we may fail to meet or exceed the expectations of investors or securities analysts, which could cause our share price to decline.

We operate in a highly dynamic industry and our future operating results could be subject to significant fluctuations, particularly on a quarterly basis. Our quarterly revenues and operating results have fluctuated significantly in the past and may continue to vary from quarter to quarter due to a number of factors, many of which are not within our control. As a result, accurately forecasting our operating results in any fiscal quarter is difficult. If our operating results do not meet the expectations of securities analysts and investors, our share price may decline.

Additional factors that can contribute to fluctuations in our operating results include:

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the rescheduling, increase, reduction or cancellation of significant customer orders;

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the timing of customer qualification of our products and commencement of volume sales by our customers of systems that include our products;

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the timing and amount of research and development and sales and marketing expenditures;

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the rate at which our present and future customers and end users adopt our technologies in our target end markets;

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•

the timing and success of the introduction of new products and technologies by us and our competitors, and the acceptance of our new products by our customers;

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our ability to anticipate changing customer product requirements; our gain or loss of one or more key customers;

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the availability, cost and quality of materials and components that we purchase from third-party vendors and any problems or delays in the manufacturing, testing or delivery of our products;

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the availability of production capacity at our third-party facilities or other third-party subcontractors and other interruptions in the supply chain, including as a result of materials shortages, bankruptcies or other causes;

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supply constraints for and changes in the cost of the other components incorporated into our customers’ products;

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our ability to reduce the manufacturing costs of our products;

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fluctuations in manufacturing yields;

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the changes in our product mix or customer mix;

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the timing of expenses related to the acquisition of technologies or businesses;

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product rates of return or price concessions in excess of those expected or forecasted;

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the emergence of new industry standards;

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product obsolescence;

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unexpected inventory write-downs or write-offs;

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costs associated with litigation over intellectual property rights and other litigation;

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the length and unpredictability of the purchasing and budgeting cycles of our customers;

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loss of key personnel or the inability to attract qualified engineers;

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the quality of our products and any remediation costs;

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adverse changes in economic conditions in the various markets where we or our customers have operations;

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the general industry conditions and seasonal patterns in our target end markets, particularly the satellite communications market;

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other conditions affecting the timing of customer orders or our ability to fill orders of customers subject to export control or economic sanctions; and

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geopolitical events, such as war, threat of war or terrorist actions, including the current armed conflict in Ukraine, or the occurrence of pandemics, epidemics or other outbreaks of disease, including the current COVID-19 pandemic, or natural disasters, and the impact of these events on the factors set forth above.

We may experience a delay in generating or recognizing revenues for a number of reasons. For example, our customer agreements typically provide that the customer may delay scheduled delivery dates and cancel orders within specified timeframes without significant penalty. In addition, we maintain an infrastructure of facilities and human resources in several locations around the world and have a limited ability to reduce the expenses required to maintain such infrastructure. Accordingly, we believe that period-to-period comparisons of our results of operations should not solely be relied upon as indications of future performance. Any shortfall in revenues or net income from a previous quarter or from levels expected by the investment community could cause a decline in the trading price of our shares.

Risks Related to SatixFy’s Incorporation and Location in Israel

Conditions in Israel could adversely affect our business.

We are incorporated under the laws of the State of Israel, and our principal offices are located in Israel. Accordingly, political, economic and geo-political instability in Israel may affect our business.

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Several countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or geo-political instability in the region continues or increases. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners, or significant downturn in the economic or financial condition of Israel, could adversely affect our business.

Investors’ rights and responsibilities as our shareholders will be governed by Israeli law, which differs in some respects from the rights and responsibilities of shareholders of non-Israeli companies.

We were incorporated under Israeli law and the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders of U.S. and other non-Israeli corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other shareholders and to refrain from abusing its power in the company, including, among other things, in voting at the general meeting of shareholders on certain matters, such as an amendment to the company’s articles of association, an increase of the company’s authorized share capital, a merger of the company and approval of related party transactions that require shareholder approval. A shareholder also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder of an Israeli company or a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or who has the power to appoint or prevent the appointment of a director or officer in the Company or has other powers toward the Company has a duty of fairness toward the Company. However, Israeli law does not define the substance of this duty of fairness. There is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior. These provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations.

Provisions of Israeli law and our amended and restated articles of association to be effective upon the closing of the Business Combination may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

Provisions of Israeli law and our amended and restated articles of association to be effective upon the closing of the Business Combination could have the effect of delaying or preventing a change in control and may make it more difficult for a third-party to acquire us or our shareholders to elect different individuals to our board of directors, even if doing so would be considered to be beneficial by some of our shareholders, and may limit the price that investors may be willing to pay in the future for our ordinary shares. Among other things:

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the Israeli Companies Law regulates mergers and requires that a tender offer be effected when one or more shareholders propose to purchase shares that would result in it or them owning more than a specified percentage of shares in a company;

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the Israeli Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

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the Israeli Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

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our amended and restated articles of association, to be effective upon the closing of the Business Combination, divide our directors into three classes, each of which is elected once every three years;

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an amendment to our amended and restated articles of association, to be effective upon the closing of the Business Combination, generally requires, in addition to the approval of our board of directors, a vote of the holders of a majority of our outstanding ordinary shares entitled to vote present and voting on the matter at a general meeting of shareholders (referred to as simple majority), and the amendment of a limited number of provisions, such as the provision empowering our board of directors to determine the size of the board, the provision dividing our directors into three classes, the provision that sets forth the procedures and the requirements that must be met in order for a

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shareholder to require the Company to include a matter on the agenda for a general meeting of the shareholders, the provisions relating to the election and removal of members of our board of directors and empowering our board of directors to fill vacancies on the board, requires, in addition to the approval of our board of directors, a vote of the holders of 662∕3% of our outstanding ordinary shares entitled to vote at a general meeting;

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our amended and restated articles of association, to be effective upon the closing of the Business Combination, do not permit a director to be removed except by a vote of the holders of at least 662∕3% of our outstanding shares entitled to vote at a general meeting of shareholders; and

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our amended and restated articles of association to be effective upon the closing of the Business Combination provide that director vacancies may be filled by our board of directors.

Further, Israeli tax considerations may make potential transactions undesirable to us or some of our shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of numerous conditions, including, a holding period of two years from the date of the transaction during which certain sales and dispositions of shares of the participating companies are restricted. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred.

Our amended and restated articles of association to be effective upon the closing of the Business Combination provide that unless SatixFy consents otherwise, the competent courts of Tel Aviv, Israel shall be the sole and exclusive forum for substantially all disputes between SatixFy and its shareholders under the Israeli Companies Law and the Israeli Securities Law, which could limit shareholders’ ability to bring claims and proceedings against, as well as obtain favorable judicial forum for disputes with SatixFy, its directors, officers and other employees.

Unless we agree otherwise, the competent courts of Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of SatixFy, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of SatixFy to SatixFy or SatixFy’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Israeli Companies Law or the Israeli Securities Law. Such exclusive forum provision in our amended and restated articles of association will not relieve SatixFy of its duties to comply with federal securities laws and the rules and regulations thereunder, and shareholders of SatixFy will not be deemed to have waived SatixFy’s compliance with these laws, rules and regulations. This exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with SatixFy or its directors or other employees which may discourage lawsuits against SatixFy, its directors, officers and employees. The foregoing exclusive forum provision is intended to apply to claims arising under Israeli law and would not apply to claims for which the federal courts would have exclusive jurisdiction, whether by law (as is the case under the Exchange Act) or pursuant to our amended and restated articles of association, including claims under the Securities Act for which there is a separate exclusive forum provision in our amended and restated articles of association. However, the enforceability of similar forum provisions (including exclusive federal forum provisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act) in other companies’ organizational documents has been challenged in legal proceedings and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

Our amended and restated articles of association to be effective upon the closing of the Business Combination provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising under the Securities Act which could limit shareholders’ ability to obtain a favorable judicial forum for disputes with SatixFy or SatixFy’s directors, officers or employees and may impose additional litigation costs on our shareholders.

Our amended and restated articles of association to be effective upon the closing of the Business Combination provides that the federal district courts of the United States shall be the exclusive forum for

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the resolution of any claims arising under the Securities Act or the federal forum provision in our amended and restated articles of association (the “Federal Forum Provision”). While the Federal Forum Provision does not restrict the ability of our shareholders to bring claims under the Securities Act, nor does it affect the remedies available thereunder if such claims are successful, we recognize that it may limit shareholders’ ability to bring a claim in the judicial forum that they find favorable and may increase certain litigation costs which may discourage the filing of claims under the Securities Act against SatixFy, its directors and officers. However, the enforceability of similar forum provisions (including exclusive federal forum provisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act) in other companies’ organizational documents has been challenged in legal proceedings and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

Any person or entity purchasing or otherwise acquiring or holding any interest in any of SatixFy’s securities shall be deemed to have notice of and consented to SatixFy’s Federal Forum Provision. Notwithstanding the foregoing, the shareholders of SatixFy will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder.

Certain tax benefits that may be available to SatixFy, if obtained by SatixFy, would require it to continue to meet various conditions and may be terminated or reduced in the future, which could increase SatixFy’s costs and taxes.

We may be eligible for certain tax benefits provided to “Preferred Technological Enterprises” under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, referred to as the Investment Law. If we obtain tax benefits under the “Preferred Technological Enterprises” regime then, in order to remain eligible for such tax benefits, we will need to continue to meet certain conditions stipulated in the Investment Law and its regulations, as amended. If these tax benefits are reduced, cancelled or discontinued, our Israeli taxable income may be subject to the Israeli corporate tax rate of 23% in 2022 and thereafter. Additionally, if we increase our activities outside of Israel through acquisitions, for example, our activities might not be eligible for inclusion in future Israeli tax benefit programs. See “Certain Material Israeli Tax Considerations.”

It may be difficult to enforce a U.S. judgment against SatixFy, its officers and directors in Israel or the United States, or to assert U.S. securities laws claims in Israel or serve process on SatixFy’s officers and directors.

Most of SatixFy’s directors or officers are not residents of the United States and most of their and SatixFy’s assets are located outside the United States. Service of process upon SatixFy or its non-U.S. resident directors and officers and enforcement of judgments obtained in the United States against SatixFy or its non-U.S. directors and executive officers may be difficult to obtain within the United States, although our amended and restated articles of association to be effective upon the closing of the Business Combination provide that unless we consent to an alternate forum, the federal district courts of the United States shall be the exclusive forum of resolution of any claims arising under the Securities Act. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws against SatixFy or its non-U.S. officers and directors because Israel may not be the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel addressing the matters described above. Israeli courts might not enforce judgments rendered outside Israel, which may make it difficult to collect on judgments rendered against SatixFy or its non-U.S. officers and directors.

Moreover, an Israeli court will not enforce a non-Israeli judgment if, among other things, it was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases), if its enforcement is likely to prejudice the sovereignty or security of the State of Israel, if it was obtained by fraud or in the absence of due process, if it is at variance with another valid judgment that was

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given in the same matter between the same parties, or if a suit in the same matter between the same parties was pending before a court or tribunal in Israel at the time the foreign action was brought. For more information, see “Enforceability of Civil Liabilities.”

Risks Related to Ownership of the Combined Company’s Securities

SatixFy’s amended and restated articles of association and Israeli law could prevent a takeover that shareholders consider favorable and could also reduce the market price of the SatixFy Ordinary Shares.

Certain provisions of Israeli law and our amended and restated articles of association could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire SatixFy or for SatixFy’s shareholders to elect different individuals to its board of directors, even if doing so would be beneficial to its shareholders, and may limit the price that investors may be willing to pay in the future for the SatixFy Ordinary Shares. For example, Israeli corporate law regulates mergers and requires that a tender offer be effected when certain thresholds of percentage ownership of voting power in a company are exceeded (subject to certain conditions). Further, Israeli tax considerations may make potential transactions undesirable to SatixFy or to some of its shareholders whose country of residence does not have a tax treaty with Israel granting tax relief to such shareholders from Israeli tax. See the section titled “Certain Material Israeli Tax Considerations — Taxation of our shareholders.”

We do not intend to pay dividends for the foreseeable future. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our ordinary shares in the foreseeable future. Consequently, you may be unable to realize a gain on your investment except by selling sell such shares after price appreciation, which may never occur.

SatixFy’s board of directors has sole discretion whether to pay dividends. If SatixFy’s board of directors decides to pay dividends, the form, frequency, and amount will depend upon its future, operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that its directors may deem relevant. The Israeli Companies Law, 5759-1999 imposes restrictions on SatixFy’s ability to declare and pay dividends. See the section titled “Description of SatixFy Ordinary Shares — Dividend and Liquidation Rights” for additional information. Payment of dividends may also be subject to Israeli withholding taxes. See the section titled “Certain Material Israeli Tax Considerations” for additional information.

The SatixFy Ordinary Shares and the SatixFy Public Warrants may not be listed on a national securities exchange after the Business Combination, which could limit investors’ ability to make transactions in such securities and subject SatixFy to additional trading restrictions.

We intend to apply to have the SatixFy Ordinary Shares and the SatixFy Public Warrants approved for listing on the NYSE or another national securities exchange after the consummation of the Business Combination. We will be required to meet certain initial listing requirements to be listed, including having a minimum number of round lot shareholders. We may not be able to meet the initial listing requirements in connection with the Business Combination. Being listed on the NYSE or another national securities exchange is a condition to closing and Endurance would need to waive this condition if the SatixFy Ordinary Shares and the SatixFy Public Warrants are not listed on the NYSE or another national securities exchange. Further, even if the SatixFy Ordinary Shares and the SatixFy Public Warrants are so listed, we may be unable to maintain the listing of such securities in the future. If we fail to meet the initial listing requirements and the NYSE does not list the SatixFy Ordinary Shares and the SatixFy Public Warrants (and the related closing condition with respect to the listing of the SatixFy Ordinary Shares is waived by the parties), we could face significant material adverse consequences, including:

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a limited availability of market quotations for the SatixFy Ordinary Shares and the SatixFy Public Warrants;

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a reduced level of trading activity in the secondary trading market for the SatixFy Ordinary Shares and the SatixFy Public Warrants;

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a limited amount of news and analyst coverage for SatixFy;

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a decreased ability to issue additional securities or obtain additional financing in the future; and

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our securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from regulating the sale of certain securities, including securities listed on the NYSE, in which case our securities would be subject to regulation in each state where we offer and sell securities.

The market price of our equity securities may be volatile, and your investment could suffer or decline in value.

The stock markets, including the NYSE on which we intend to list the SatixFy Ordinary Shares and the SatixFy Public Warrants to be issued in the Business Combination under the symbols “SATX” and “SATXW,” respectively, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for the SatixFy Ordinary Shares and SatixFy Warrants following the Business Combination, the market price of the SatixFy Ordinary Shares and SatixFy Warrants may be volatile and could decline significantly. In addition, the trading volume in the SatixFy Ordinary Shares and SatixFy Warrants may fluctuate and cause significant price variations to occur. If the market price of the SatixFy Ordinary Shares and SatixFy Warrants declines significantly, you may be unable to resell your shares or warrants at or above the market price of the SatixFy Ordinary Shares and SatixFy Warrants as of the date immediately following the consummation of the Business Combination. SatixFy and Endurance cannot assure you that the market price of the SatixFy Ordinary Shares and SatixFy Warrants will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

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the realization of any of the risk factors presented in this proxy statement/prospectus;

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actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, earnings, results of operations, level of indebtedness, liquidity or financial condition;

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failure to comply with the requirements of the NYSE;

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failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

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variance in our financial performance from the expectations of market analysts;

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announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or expansion plans;

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changes in the prices of our products and services;

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commencement of, or involvement in, litigation involving us;

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future issuances, sales, repurchases or anticipated issuances, sales, resales or repurchases, of Endurance’s securities including due to the expiration of contractual lock-up agreements;

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publication of research reports about us;

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failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow us or our failure to meet these estimates or the expectations of investors;

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new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to us;

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market conditions in our industry;

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changes in key personnel;

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speculation in the press or investment community;

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changes in the estimation of the future size and growth rate of our markets; and

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broad disruptions in the financial markets, including sudden disruptions in the credit markets;

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actual, potential or perceived control, accounting or reporting problems;

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changes in accounting principles, policies and guidelines; and

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other events or factors, including those resulting from infectious diseases, health epidemics and pandemics (including the ongoing COVID-19 pandemic), natural disasters, war, acts of terrorism or responses to these events.

In the past, following periods of volatility in the trading price of a company’s securities, securities class action litigation has often been instituted against that company. If we were to be involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted, which would have a material adverse effect on us.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about SatixFy, its business, or its market, or if they change their recommendations regarding the SatixFy ordinary shares adversely, then the price and trading volume of the SatixFy Ordinary Shares could decline.

The trading market for the SatixFy Ordinary Shares will be influenced by the research and reports that industry or financial analysts publish about our business. We do not control these analysts, or the content and opinions included in their reports. As a new public company, we may be slow to attract research coverage and the analysts who publish information about the SatixFy Ordinary Shares will have relatively little experience with our business, which could affect their ability to accurately forecast our results and make it more likely that we fail to meet their estimates. In the event we obtain industry or financial analyst coverage, if any of the analysts who cover us issues an inaccurate or unfavorable opinion regarding our business, our share price would likely decline. In addition, the share prices of many companies in the technology industry have declined significantly after those companies have failed to meet, or significantly exceed, the financial guidance publicly announced by the companies or the expectations of analysts. If our financial results fail to meet, or significantly exceed, our announced guidance or the expectations of analysts or public investors, analysts could downgrade the SatixFy Ordinary Shares or publish unfavorable research about it. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, our visibility in the financial markets could decrease, which in turn could cause our share price or trading volume to decline.

Our failure to meet the continued listing requirements of the NYSE could result in a delisting of our securities.

If, after listing, we fail to satisfy the continued listing requirements of the NYSE such as any applicable corporate governance requirements or the minimum closing bid price requirement, the NYSE may take steps to delist our securities. Such a delisting would likely have a negative effect on the price of our securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our securities from dropping below the NYSE minimum bid price requirement or prevent future non-compliance with the NYSE’s listing requirements. Additionally, if our securities are not listed on, or become delisted from, the NYSE for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if our securities were quoted or listed on the NYSE or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

We are expected to be an “emerging growth company” and avail ourselves of the reduced disclosure requirements applicable to emerging growth companies, which could make our equity securities less attractive to investors.

We expect to qualify as an “emerging growth company” as defined in the JOBS Act and remain an “emerging growth company” until the earliest to occur of:

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the last day of the fiscal year during which our total annual revenue equals or exceeds $1.07 billion (subject to adjustment for inflation);

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the last day of the fiscal year following the fifth anniversary of our initial registered offering;

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the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

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the date on which we are deemed to be a “large accelerated filer” under the Exchange Act.

The JOBS Act exempts emerging growth companies from certain SEC disclosure requirements and standard and we intend to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not limited to, (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (2) presenting only two years of audited consolidated financial statements until we file our first annual report with the SEC, including in this proxy statement/prospectus, and (3) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or current or future PCAOB rules requiring supplements to the auditor’s report providing additional information about the audit and the consolidated financial statements (critical audit matters or auditor discussion and analysis). Although under the JOBS Act emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies, this exemption does not apply to companies, such as us, reporting under IFRS since IFRS does not provide for different transition periods for public and private companies.

Investors may find our ordinary shares less attractive because we may rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active trading market for our hare trading price may be materially adversely affected and more volatile.

We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer.

Because we qualify as a foreign private issuer under the federal securities laws and although we follow Israeli laws and regulations with regard to such matters, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including: (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. In addition, foreign private issuers will be required to file their annual report on Form 20-F by 120 days after the end of each fiscal year, while U.S. domestic issuers that are non-accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective disclosures of material information. As a result of the above, even though we are contractually obligated and intend to make interim reports available to our shareholders, copies of which we are required to furnish to the SEC on a Form 6-K, and even though we are required to file reports on Form 6-K disclosing whatever information we have made or are required to make public pursuant to Israeli law or distribute to our shareholders and that is material to our company, you may not have the same protections afforded to shareholders of companies that are U.S. domestic issuers.

As we are a “foreign private issuer” and follow certain home country corporate governance practices, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance requirements.

As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather than those of the NYSE, provided that we disclose the requirements we are not following and describe the home country practices we are following. We intend to rely on this “foreign private issuer exemption” with respect to certain the NYSE rules, as further described in the section entitled “SatixFy’s Management Following the Business Combination — Corporate Governance Practices.” We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all the NYSE corporate governance requirements.

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We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2022. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

The SatixFy Warrant Assumption Agreement and Existing Endurance Warrant Agreement designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the SatixFy Public Warrants, which could limit the ability of SatixFy Public Warrant holders to obtain a favorable judicial forum for disputes with our company.

The SatixFy Warrant Assumption Agreement and the Existing Endurance Warrant Agreement provide that, subject to applicable law, (i) any action, proceeding or claim against SatixFy arising out of or relating in any way to the each such agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that the parties thereto irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The parties also agreed to waive any objection to such exclusive jurisdiction or that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the SatixFy Warrant Assumption Agreement and the Existing Endurance Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in SatixFy Public Warrants will be deemed to have notice of and to have consented to the forum provisions in the agreement. If any action, the subject matter of which is within the scope the forum provisions of the SatixFy Warrant Assumption Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of SatixFy Public Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with SatixFy, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the SatixFy Warrant Assumption Agreement and/or the Existing Endurance Warrant Agreement inapplicable or unenforceable with respect to one or more actions or proceedings, SatixFy may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect SatixFy’s business, financial condition and results of operations.

Risks Related to the Business Combination

If the PIPE Financing and/or the Backstop Facility are not consummated, the cash proceeds we may receive from the Business Combination will be significantly reduced.

While the PIPE Investors have entered into the Subscription Agreements to purchase an aggregate of up to approximately 2,910,000 PIPE Units immediately prior to the Closing, there can be no assurance that

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such parties to the Subscription Agreements will perform their obligations under the Subscription Agreements. Additionally, there is no current commitment for the Backstop Facility. If the PIPE Financing and/or the Backstop Facility are not consummated, the amount of cash proceeds we expect to receive from the Business Combination will primarily depend on the level of redemptions by Endurance Public Shareholders. See “— Since our announcement of the Business Combination, there has been a meaningful drop in the market values of growth-oriented companies. Accordingly, securities of growth companies may be more volatile than other securities and may involve special risks. A market perception of these risks may also result in higher redemptions of cash from the Trust Account,” “— The ability of Endurance Public Shareholders to exercise redemption rights with respect to a large number of Endurance shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem Endurance ordinary shares” and “— The consummation of the Business Combination is expected to be subject to a number of conditions, many of which will be beyond the control of SatixFy and Endurance, including the approval of the shareholders of Endurance”.

Endurance may not have sufficient funds to consummate the Business Combination.

As of December 31, 2021, Endurance had approximately $510,165 available to it outside the Trust Account to fund its working capital requirements. If Endurance is required to seek additional capital, it would need to borrow funds from the Sponsor, its management team or other third parties to operate or it may be forced to liquidate. None of such persons is under any obligation to advance funds to Endurance in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to Endurance upon completion of the Business Combination. If Endurance is unable to consummate the Business Combination because it does not have sufficient funds available, Endurance will be forced to cease operations and liquidate the Trust Account. Consequently, Endurance’s public shareholders may receive less than $10.00 per share and their warrants will expire worthless.

If Endurance’s Public Shareholders fail to properly demand redemption rights, they will not be entitled to convert their Endurance ordinary shares into a pro rata portion of the Trust Account.

Endurance shareholders holding Endurance Public Shares may demand that Endurance convert their Endurance Public Shares into a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the extraordinary general meeting. To demand redemption rights, Endurance shareholders must deliver their shares (either physically or electronically) to Endurance’s transfer agent no later than two (2) business days prior to the extraordinary general meeting. Any shareholder who fails to properly demand redemption rights by delivering his, her or its shares will not be entitled to convert his, her or its shares into a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Extraordinary General Meeting of Endurance Shareholders — Redemption Rights” for the procedures to be followed if you wish to exercise your redemption rights.

The consummation of the Business Combination is expected to be subject to a number of conditions, many of which will be beyond the control of SatixFy and Endurance, including the approval of the shareholders of Endurance.

The Business Combination is subject to a number of conditions, including the condition that Endurance have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Business Combination, that there is no legal prohibition against consummation of the Business Combination, that the SatixFy Ordinary Shares be approved for listing on the NYSE subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders, receipt of shareholder approvals, continued effectiveness of the registration statement of which this proxy statement/prospectus is a part, the truth and accuracy of Endurance’s and SatixFy’s representations and warranties made in the Business Combination Agreement, the non-termination of the Business Combination Agreement and consummation of certain ancillary agreements. There are no assurances that all conditions to the Business Combination will be satisfied or that the conditions will be satisfied in the time frame expected.

If the conditions to the Business Combination are not met (and are not waived, to the extent waivable), either Endurance or SatixFy may, subject to the terms and conditions of the Business Combination

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Agreement, terminate the Business Combination Agreement. See the section of this proxy statement/​prospectus titled “The Business Combination Agreement — Termination.”

The exercise of Endurance’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Endurance’s shareholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Business Combination Agreement, would require Endurance to agree to amend the Business Combination Agreement, to consent to certain actions taken by SatixFy or to waive rights that Endurance is entitled to under the Business Combination Agreement. Waivers may arise because of changes in the course of SatixFy’s business, a request by SatixFy to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on SatixFy’s business and would entitle Endurance to terminate the Business Combination Agreement. In any of such circumstances, it would be at Endurance’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors and officers described in the following risk factors may result in a conflict of interest on the part of one or more of the directors or officers between what he or they may believe is best for Endurance and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Endurance does not believe there will be any changes or waivers that Endurance’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Endurance will circulate a new or amended proxy statement/prospectus and resolicit Endurance’s shareholders if changes to the terms of the Business Combination that would have a material impact on its shareholders or represent a fundamental change in the proposals being voted upon.

Because Endurance and Merger Sub are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, including in the event the Business Combination is not completed, and your ability to protect your rights through the U.S. federal courts may be limited.

Both Endurance and Merger Sub are exempted companies incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Endurance’s and/or Merger Sub’s directors or officers, or to enforce judgments obtained in the United States courts against Endurance’s and/or Merger Sub’s directors or officers.

The corporate affairs of both Endurance and Merger Sub are governed by their respective amended and restated memorandum and articles of association, the Cayman Companies Law (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. Endurance is also subject to the federal securities laws of the United States. The rights of Endurance shareholders to take action against Endurance’s directors, actions by minority Endurance shareholders and the fiduciary responsibilities of Endurance’s directors to Endurance shareholders under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. The rights of Endurance shareholders and the fiduciary responsibilities of Endurance’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Endurance has been advised by Appleby, Endurance’s Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against it judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against it predicated upon the

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civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Endurance shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a corporation incorporated in the United States.

Future resales of the SatixFy Ordinary Shares issued in connection with the Business Combination may cause the market price of SatixFy Ordinary Shares to drop significantly, even if SatixFy’s business is doing well.

Concurrently with the execution of the Business Combination Agreement, SatixFy, certain shareholders of SatixFy, the Sponsor and the directors and advisors of Endurance entered into the A&R Shareholders’ Agreement, providing such holders with customary demand registration rights and piggyback registration rights with respect to registration statements filed by SatixFy after the closing. In addition, pursuant to the A&R Registration Rights Agreement, the holders thereof agreed to the same registration rights granted to the A&R Shareholders Agreement and to be treated as if they were a holder thereunder. Under the A&R Shareholders’ Agreement, the shareholders of SatixFy party thereto (other than the Sponsor) have agreed not to transfer its SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter. Additionally, pursuant to the A&R Registration Rights Agreement, the holders thereof have agreed not to transfer their SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter. Pursuant to the Sponsor Letter Agreement, the Sponsor has agreed not to transfer Endurance shares and warrants (or shares and warrants of SatixFy issuable to it upon consummation of the Business Combination) it owns, except to certain permitted transferees, prior to the consummation of the Business Combination and continuing until one hundred eighty (180) days following the closing date. See the sections of this proxy statement/prospectus titled “Agreements Entered Into in Connection with the Business Combination — Amended and Restated Shareholders’ Agreement,” “Agreements Entered Into in Connection with the Business Combination — Amended and Restated Registration Rights Agreement” and “Agreements Entered Into in Connection with the Business Combination — Sponsor Letter Agreement.”

Separately, the articles of association of SatixFy will be amended and restated as of the consummation of the Business Combination. Pursuant to such amendment, each shareholder of SatixFy as of immediately prior to such amendment (other than the affiliates of Francisco Partners) will be restricted from transferring its SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the date of such amendment and continuing for a period of one hundred eighty (180) days thereafter.

Upon expiration of the applicable lockup period and upon the effectiveness of any registration statement SatixFy files pursuant to the above-referenced A&R Shareholders’ Agreement, in a registered offering of securities pursuant to the Securities Act or otherwise in accordance with Rule 144 under the Securities Act, the SatixFy shareholders may sell large amounts of SatixFy Ordinary Shares and warrants in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in the trading price of the SatixFy Ordinary Shares or the SatixFy Warrants or putting significant downward pressure on the price of the SatixFy Ordinary Shares or SatixFy Warrants. Additionally, downward pressure on the market price of the SatixFy Ordinary Shares or SatixFy Warrants likely will result from sales of SatixFy Ordinary Shares issued in connection with the exercise of warrants. Further,

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sales of SatixFy Ordinary Shares or SatixFy Warrants upon expiration of the applicable lockup period could encourage short sales by market participants. Generally, short selling means selling a security, contract or commodity not owned by the seller. The seller is committed to eventually purchase the financial instrument previously sold. Short sales are used to capitalize on an expected decline in the security’s price. Short sales of SatixFy Ordinary Shares or SatixFy Warrants could have a tendency to depress the price of the SatixFy Ordinary Shares or the SatixFy Warrants, respectively, which could increase the potential for short sales.

Additionally, through the Subscription Agreements, SatixFy has agreed with the PIPE Investors, including the Sponsor, to register the PIPE Shares on a resale registration statement following the closing of the Transactions. These shares will be freely tradable without restriction or further registration under the Securities Act, unless the shares are held by any of Endurance’s “affiliates” as such term is defined in Rule 144 under the Securities Act. This additional liquidity in the market for SatixFy Ordinary Shares may lead to downward pressure on the market price of the SatixFy Ordinary Shares.

We cannot predict the size of future issuances of SatixFy Ordinary Shares or SatixFy Warrants or the effect, if any, that future issuances and sales of shares of SatixFy Ordinary Shares or SatixFy Warrants will have on the market price of the SatixFy Ordinary Shares or SatixFy Warrants. Sales of substantial amounts of SatixFy Ordinary Shares (including those shares issued in connection with the Business Combination), or the perception that such sales could occur, may adversely affect prevailing market prices of SatixFy Ordinary Shares or SatixFy Warrants.

Endurance’s board of directors did not obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination.

Endurance’s board of directors did not obtain a third-party fairness opinion in connection with their determination to approve the Business Combination. In analyzing the Business Combination, Endurance’s board of directors and management conducted due diligence on SatixFy and researched the industry in which SatixFy operates and concluded that the Business Combination was in the best interests of Endurance. Accordingly, investors will be relying solely on the judgment of Endurance’s board of directors and management in valuing SatixFy’s business, and Endurance’s board of directors and management may not have properly valued such business. The lack of a third-party fairness opinion may lead an increased number of shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact Endurance’s ability to consummate the Business Combination or adversely affect SatixFy’s liquidity following the consummation of the Business Combination.

Endurance and SatixFy will incur significant transaction and transition costs in connection with the Business Combination.

Endurance and SatixFy have both incurred and expect to incur significant, non-recurring costs in connection with consummating the Transactions and operating as a public company following the consummation of the Transactions. All expenses incurred in connection with the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs or paid by SatixFy following the Closing.

Subsequent to the completion of the Business Combination, SatixFy may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and its ordinary share price, which could cause you to lose some or all of your investment.

Although Endurance has conducted extensive due diligence on SatixFy, there is no assurance that this diligence surfaced all material issues that may be present in SatixFy’s business, that it has uncovered all material issues through a customary amount of due diligence, or that factors outside of SatixFy’s business and outside of its control will not later arise. As a result of these factors, SatixFy may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in its reporting losses. Even if Endurance’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Endurance’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate

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impact on SatixFy’s liquidity, the fact that SatixFy reports charges of this nature could contribute to negative market perceptions of it or its securities. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

The SatixFy Ordinary Shares to be received by Endurance’s shareholders as a result of the Business Combination will have different rights from Endurance ordinary shares.

Following completion of the Business Combination, Endurance’s shareholders will no longer be shareholders of Endurance but will instead be shareholders of SatixFy. There will be important differences between current rights as an Endurance shareholder and rights as a SatixFy shareholder. See the section of this proxy statement/prospectus titled “Comparison of Rights of SatixFy Shareholders and Endurance Shareholders” for a discussion of the different rights associated with the SatixFy Ordinary Shares.

Endurance’s shareholders will have a reduced ownership and voting interest after consummation of the Business Combination and will exercise less influence over management.

After the completion of the Business Combination, Endurance’s shareholders will own a smaller percentage of SatixFy than they currently own of Endurance. At the Closing, existing SatixFy shareholders would hold approximately 68.7% of the issued and outstanding SatixFy Ordinary Shares and current shareholders of Endurance (including the Sponsor) would hold approximately 28.9% of the issued and outstanding SatixFy Ordinary Shares (assuming no holder of Endurance ordinary shares exercises redemption rights as described in this proxy statement/prospectus and including Sponsor Interests that are subject to forfeiture, as described in the Subscription Agreements). Consequently, Endurance’s shareholders, as a group, will have reduced ownership and voting power in the combined company compared to their ownership and voting power in Endurance.

The directors of Endurance have potential conflicts of interest in recommending that Endurance shareholders vote in favor of approval of the Business Combination Agreement and the Transactions contemplated thereby, including the Business Combination, and approval of the other proposals described in this proxy statement/​prospectus.

When considering the recommendation of the board of directors of Endurance that Endurance shareholders vote in favor of the approval of the Business Combination, Endurance shareholders should be aware that Endurance’s directors and executive officers, and entities affiliated with them, have interests in the Business Combination that may be different from, or in addition to, the interests of Endurance shareholders generally. These interests include:

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If the Business Combination with SatixFy or another business combination is not consummated by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. In such event, the 5,000,000 Founder Shares (of which the Sponsor still holds 3,570,000 Founder Shares, and the directors and advisors collectively hold 180,000 Founder Shares), which were originally acquired by the Sponsor for $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised), would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022. On the other hand, if the Business Combination is consummated, each Endurance

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ordinary share (including such Founder Shares) will be converted into one SatixFy Ordinary Share subject to adjustment described herein.

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Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles, that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Sponsor and its affiliates are expected to own approximately 9.8% of the SatixFy Ordinary Shares on a fully diluted basis (which includes (1) 500,000 Price Adjustment Shares, (2) 2,770,000 SatixFy Ordinary Shares received in the Business Combination (after forfeiture of 800,000 Founder Shares), (3) 1,000,000 SatixFy Ordinary Shares as part of the PIPE Units, (4) 6,630,000 SatixFy Ordinary Shares underlying the SatixFy Private Warrants, and (5) 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants). The ownership percentages set forth above do not take into account any draws on the Equity Line of Credit, any Permitted Interim Financing or any transactions that may be entered into after the date hereof.

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The Sponsor paid $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) to purchase 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) and $6,630,000 to purchase 6,630,000 Endurance Private Warrants (including 2,652,000 of such warrants which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) in a private placement from Endurance for $1.00 per private warrant. The Founder Shares held by the Sponsor had an aggregate value of approximately $35.3 million based upon the closing price of the Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022 and the Endurance Private Warrants held by the Sponsor had an aggregate market value of approximately $729,300 based upon the closing price of Endurance Public Warrants of $0.11 per Endurance warrant on Nasdaq on August 17, 2022. The Founder Shares and the Endurance Private Warrants will become worthless if Endurance does not consummate a business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles).

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In connection with the Endurance IPO, the Sponsor transferred 25,000 Founder Shares to each of Mitsui & Co., LTD, Eddie Kato and Simon Cathcart, Endurance’s advisory board members, and 35,000 Founder Shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, Endurance’s independent directors in exchange for $720 in the aggregate. Additionally, in connection with the closing of the Endurance IPO, the anchor investors purchased from the Sponsor an aggregate of 1,250,000 Founder Shares for $5,000 in the aggregate.

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The Sponsor will receive 500,000 Price Adjustment Shares in exchange for providing approximately 1.0 million PIPE Escrow Shares (as defined below) as downside protection for the PIPE Investors. The Price Adjustment Shares will vest at three price adjustment achievement dates. See “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares” for more information about the achievement dates.

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Pursuant to the Unit Subscription Agreements and after the Closing, if the average trading price of the SatixFy Ordinary Shares during the thirty (30) consecutive days ending on the sixtieth (60th) day after the effectiveness of the resale registration statement that will register the PIPE Shares and PIPE Warrants is less than $10.00 per share, there shall be an adjustment such that the Sponsor shall forfeit, and the PIPE Investors (which includes an affiliate of the Sponsor) shall be entitled to receive at the Closing, up to 391,731 SatixFy Ordinary Shares that were issued to the Sponsor and put into the Escrow Account. All such shares will be released from the Escrow Account to the PIPE Investors by the Sponsor if the trading price of the SatixFy Ordinary Shares is $6.50 or lower during the applicable measurement period. Additionally, existing SatixFy shareholders contributed 1,175,192 SatixFy Ordinary Shares otherwise issuable to them upon Closing that are subject release from escrow to the PIPE Investors on the same terms as the shares contributed by the Sponsor

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(including forfeiture to the affiliate of the Sponsor that is participating in the PIPE Financing). If the average trading price of the SatixFy Ordinary Shares during the period described above is equal to or greater than $10.00 per share, the Sponsor and the SatixFy shareholders shall have the above mentioned shares returned to them from the Escrow Account.

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The Sponsor will be subject to a one hundred eighty (180) day lock-up on sales of SatixFy Ordinary Shares after the Closing, which has been reduced from the Endurance IPO.

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If Endurance is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Endurance for services rendered or contracted for or products sold to Endurance. If Endurance consummates a business combination, on the other hand, Endurance will be liable for all such claims.

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The Sponsor and Endurance’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Endurance’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Endurance fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Endurance may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). As of the record date, the Sponsor and Endurance’s officers and directors and their affiliates had incurred approximately $      of unpaid reimbursable expenses.

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The Business Combination Agreement provides for the continued indemnification of Endurance’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering Endurance’s current directors and officers.

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Endurance’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Endurance to fund certain capital requirements. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Endurance outside of the Trust Account. As of August 17, 2022, there were no loans outstanding and awaiting reimbursement.

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The Sponsor has designated Richard C. Davis, to serve as a member of the board of directors of SatixFy following the closing of the Business Combination and, therefore, in the future Mr. Davis will receive any cash fees, stock options or stock awards that SatixFy’s board of directors determines to pay to its non-executive directors.

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Affiliates of the Sponsor have agreed to invest an aggregate amount of $10.0 million to purchase 1,000,000 PIPE Units in connection with the PIPE Financing to be completed at the closing of the Business Combination.

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The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after the Business Combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in Endurance and will not be reimbursed for any out-of- pocket expenses if an initial business combination is not completed prior to March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). Thus, if the proposed Business Combination with SatixFy is not consummated, Endurance may seek to complete a business combination with a less favorable target company or on terms less favorable to Endurance shareholders rather than choose to dissolve and liquidate.

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The Sponsor paid an aggregate of $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) for 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the

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Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement), which had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of $9.90 per Endurance Public Share on Nasdaq on August  17, 2022. If the proposed Business Combination with SatixFy is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return in post-Business Combination.

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As a result of multiple business affiliations, Endurance’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the Endurance Articles provide that the doctrine of corporate opportunity will not apply with respect to any of Endurance’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Endurance does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for a business combination. Endurance’s management is not aware of any such corporate opportunities not being offered to Endurance and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

These financial interests of Endurance’s officers and directors, and entities affiliated with them, may have influenced their decision to approve the Business Combination. You should consider these interests when evaluating the Business Combination and the recommendation of the proposal to vote in favor of the Business Combination and other proposals to be presented to Endurance shareholders.

Endurance’s Sponsor, current directors’ and executive officers’ and affiliates own Endurance ordinary shares and Endurance Private Warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

If the Business Combination with SatixFy or another business combination is not consummated by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares for a pro rata portion of the funds held in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) which redemption will completely extinguish the Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. In such event, the 5,000,000 Founder Shares, which were originally acquired by the Sponsor (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) for $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised), would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Further, the Sponsor purchased an aggregate of 6,630,000 Endurance Private Warrants (including 2,652,000 of such warrants which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) in a private placement at a price of $1.00 per warrant, for an aggregate purchase price of $6,630,000. The Endurance Private Warrants will become worthless if Endurance does not consummate a business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). On the other hand, if the Business Combination is consummated, each outstanding Endurance ordinary share (including the Founder Shares) will be converted into one SatixFy Ordinary Share subject to adjustment described herein, at the closing and each outstanding Endurance warrant (including the Endurance Private Warrants) will become a SatixFy Warrant. Such Founder Shares and Endurance Private Warrants held by the Sponsor had an aggregate market value of approximately $35.3 million and $729,300, respectively, based upon the closing price of

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Endurance Public Shares and the Endurance Public Warrants of $9.90 per share and $0.11 per warrant, respectively, on Nasdaq on August 17, 2022.

In addition, affiliates of the Sponsor agreed to invest an aggregate of $10.0 million as part of the PIPE Financing, which investment will not take place if the Business Combination is not approved. These financial interests may have influenced the decision of Endurance’s directors and officers to approve the Business Combination and to continue to pursue the Business Combination. In considering the recommendations of Endurance’s board of directors to vote for the Business Combination Proposal and other proposals, its shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Transactions.”

SatixFy may redeem your unexpired SatixFy Warrants which are assumed as part of the Business Combination prior to their exercise at a time that is disadvantageous to you, thereby making your Endurance warrants or SatixFy Warrants worth less.

Under the terms of the Endurance Public Warrants, Endurance will have the ability to redeem outstanding Endurance Public Warrants at any time after they become exercisable and prior to their expiration. The SatixFy which are assumed as part of the Business Combination are expected to be exercisable 30 days after the closing of the Business Combination. When the SatixFy Warrants become redeemable by SatixFy, SatixFy may exercise the redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding SatixFy Warrants could force holders (i) to exercise the SatixFy Warrants and pay the exercise price therefor at a time when it may be disadvantageous to do so, (ii) to sell the SatixFy Warrants at the then-current market price when the holder might otherwise wish to hold its SatixFy Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding SatixFy Warrants are called for redemption, is likely to be substantially less than the market value of the SatixFy Warrants. The SatixFy Warrants exchanged for Endurance warrants that were issued in a private placement are not expected to be redeemable by SatixFy so long as they are held by the Sponsor or its permitted transferees.

Even if Endurance consummates the Business Combination, there can be no assurance that SatixFy Warrants which are assumed as part of the Business Combination will be in the money at the time they become exercisable or otherwise, and they may expire worthless.

The exercise price of the SatixFy Warrants to be issued in exchange for the outstanding Endurance warrants is $11.50 per Class A Ordinary Share. There can be no assurance that the SatixFy Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the SatixFy Warrants may expire worthless.

The Sponsor, an affiliate of current officers and directors of Endurance, is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced Endurance’s board of directors’ decision to pursue the Business Combination and Endurance’s board of directors’ decision to approve it.

If the Business Combination or another business combination is not consummated by Endurance on or before March 17, 2023, the Sponsor, an affiliate of current officers and directors of Endurance, will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Endurance for services rendered or contracted for or for products sold to Endurance, but only if such a vendor or target business has not executed a waiver agreement. If Endurance consummates a business combination, on the other hand, Endurance will be liable for all such claims. Endurance has no reason to believe that the Sponsor will not be able to fulfill its indemnity obligations to Endurance.

These obligations of the Sponsor may have influenced Endurance’s board of directors’ decision to pursue the Business Combination with SatixFy or Endurance’s board of directors’ decision to approve the Business Combination. In considering the recommendations of Endurance’s board of directors to vote for the Business Combination Proposal and other proposals, shareholders should consider these interests. See the section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal —​Interests of Certain Persons in the Transactions.”

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Endurance’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Endurance’s Public Shareholders in the event a business combination is not consummated.

If proceeds in the Trust Account are reduced below $10.00 per public share and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Endurance’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Endurance currently expects that its independent directors would take legal action on Endurance’s behalf against the Sponsor to enforce the Sponsor’s indemnification obligations, it is possible that Endurance’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Endurance’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Endurance’s Public Shareholders may be reduced below $10.00 per share.

Activities taken by existing Endurance shareholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Endurance ordinary shares.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Endurance or its securities, the Sponsor, Endurance’s officers and directors, SatixFy, SatixFy shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Endurance ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such purchases and other transactions would be to increase the likelihood of approval of the Business Combination and ensure that Endurance has in excess of $5,000,001 of net assets to consummate the Business Combination where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and, with SatixFy’s consent, the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on the Endurance ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Endurance ordinary shares at a price lower than market and may therefore be more likely to sell the Endurance ordinary shares such investor or holder owns, either prior to or immediately after the extraordinary general meeting.

In addition, if such purchases are made, the public “float” of the SatixFy Ordinary Shares following the Business Combination and the number of beneficial holders of SatixFy securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of SatixFy securities on the NYSE or another national securities exchange or reducing the liquidity of the trading market for the SatixFy Ordinary Shares.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, either Endurance or SatixFy may refuse to complete the Business Combination if there is a material adverse effect affecting the other party between the signing date of the Business Combination Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to consummate the Business Combination, even if such change could be said to have a material adverse effect on SatixFy or Endurance, including, but not limited to the following events (except, in certain cases where the change has a disproportionate effect on a party):

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general business or economic conditions in or affecting the United States, Israel or any other jurisdiction in which the parties operate, or changes therein, or the global economy generally;

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acts of war, sabotage or terrorism (including cyberterrorism) in the United states, Israel, the United Kingdom, or any other jurisdiction in which the parties operate;

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changes in conditions of the financial, banking, capital or securities markets generally in the United States, Israel, the United Kingdom, or any other jurisdiction in which the parties operate, or changes therein, including changes in interest rates and changes in exchange rates;

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changes in any applicable laws, regulatory policies or IFRS or any guidance relating thereto or any official interpretation thereof;

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any change, event, effect or occurrence that is generally applicable to the industries or markets in which the parties operate; or

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changes attributable to the public announcement or pendency of the Transactions or the execution or performance of the Business Combination Agreement.

Furthermore, Endurance or SatixFy may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still consummate the Business Combination, the market trading price of the SatixFy Ordinary Shares and SatixFy Warrants may suffer.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Endurance expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Endurance expects to achieve from the Business Combination.

The transaction may be reviewed by the Committee on Foreign Investment in the United States (CFIUS), the Investment Security Unit (ISU) of the United Kingdom Government Department for Business, Energy and Industrial Strategy (BEIS) and other regulatory authorities, which have authority to recommend the transaction be enjoined, suspended or prohibited.

The Business Combination and other Transactions may be reviewed by the Committee on Foreign Investment in the United States (CFIUS). CFIUS is a committee comprised of multiple U.S. government agencies authorized to review and investigate certain investments in U.S. businesses by foreign persons for their risk to U.S. national security. The Business Combination and other Transactions could also be reviewed for national security concerns by the ISU or the government of other countries. However, Endurance and SatixFy have carried out a self-assessment and determined that they are not under a legal obligation to submit a notification to the ISU pursuant to the National Security and Investment Act 2021.

Without predicting whether the Business Combination will be reviewed by CFIUS, the timeline for CFIUS review would be determined under Section 721 of the Defense Production Act of 1950, as amended (the “DPA”), and regulations implementing the DPA promulgated by CFIUS. Depending on the type of filing, CFIUS reviews and investigations can take between 30 to 90 days from the acceptance of a submission, or even longer in some cases, including if CFIUS were to refer the matter to the President of the United States. CFIUS has authority to require mitigation measures as a condition of clearance of a transaction. CFIUS may also recommend that the President suspend or prohibit a transaction under the authority provided by the DPA, including ordering a full or partial divestiture if the parties have already completed their investment. CFIUS may also order a suspension of a transaction to prevent parties from closing until CFIUS has completed its review. A long delay pending review/investigation, a suspension or an outright prohibition could affect our ability to close the Business Combination.

Similarly, without predicting whether the Business Combination will be reviewed by the ISU, the timeline for ISU review would be determined under Sections 14, 16, 18 23 and 24 of the National Security and Investment Act 2021. Depending on the type of filing, and not taking account of the issuance of any information notice by the ISU that pauses the review clock until the ISU’s acceptance of a response, ISU reviews can take as little as 30 working days from the acceptance of a submission or, in other instances, could take 60 working days, or even 105 working days or longer if the review period were to be extended. The ISU may recommend that the Secretary of State suspend or prohibit a transaction, including, but not limited to, ordering a full or partial divestiture if the parties have already completed their investment. The ISU may also prevent parties from closing their transaction until the ISU has completed its review. A long delay

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pending review/investigation, an interim order, imposition of remedies or an outright prohibition could affect our ability to close the Business Combination.

SatixFy and Endurance have no history operating as a combined company. The unaudited pro forma condensed combined financial information may not be an indication of SatixFy’s financial condition or results of operations following the Business Combination, and accordingly, you have limited financial information on which to evaluate SatixFy and your investment decision.

SatixFy and Endurance have no prior history as a combined entity and their operations have not been previously managed on a combined basis. The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus has been prepared using the consolidated historical financial statements of Endurance and SatixFy, and is presented for illustrative purposes only and should not be considered to be an indication of the results of operations including, without limitation, future revenue, or financial condition of Endurance following the Business Combination. Certain adjustments and assumptions have been made regarding Endurance after giving effect to the Business Combination. SatixFy and Endurance believe these assumptions are reasonable, however, the information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments are difficult to make with accuracy. These assumptions may not prove to be accurate, and other factors may affect Endurance’s results of operations or financial condition following the consummation of the Business Combination. For these and other reasons, the historical and pro forma condensed combined financial information included in this proxy statement/prospectus does not necessarily reflect SatixFy’s results of operations and financial condition and the actual financial condition and results of operations of SatixFy following the Business Combination may not be consistent with, or evident from, this pro forma financial information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or SatixFy’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by SatixFy. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines or US GAAP. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of SatixFy and Endurance and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of SatixFy’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: client demand for SatixFy’s products, an evolving competitive landscape, rapid technological change, supply chain constraints, geoplitical developments, including armed conflict or the threat of armed conflict, margin shifts in the industry, regulation changes in a highly regulated environment, successful management and retention of key personnel, unexpected expenses, volatility in financial markets and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

See “— Risks Related to SatixFy’s Business, Operations and Industry — The projected financial and operating information in this proxy statement/prospectus relies in large part upon assumptions and analyses developed by us and third-party sources and are based on our ability to achieve, among other factors, certain growth milestones in accordance with our business plans. Certain of the estimates and assumptions on which our projected financial and operating information are based have proven, and may again in the future prove, to be inaccurate in light of subsequent events and circumstances, which may cause our actual results to materially differ from such projections, and which may adversely affect our future profitability, cash flows and the market price of SatixFy Ordinary Shares” and “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy” for more information concerning the projections contained elsewhere in this proxy statement/prospectus.

If the benefits of the Business Combination or the valuation of SatixFy in the Business Combination do not meet the expectations of investors or securities analysts, the market price of, prior to the Business Combination, Endurance’s securities or, following the Business Combination, SatixFy’s securities, may decline.

If the benefits of the Business Combination or the valuation of SatixFy in the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Endurance Public

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Shares prior to the consummation of the Business Combination may decline. The trading prices of the Endurance Public Shares at the time of the Business Combination may vary significantly from their trading prices on the date the Business Combination Agreement was executed, the date of this proxy statement/​prospectus, or the date on which Endurance shareholders vote to approve the Business Combination. Because the number of SatixFy Ordinary Shares to be issued pursuant to the Business Combination Agreement will not be adjusted to reflect any changes in the market price of the Endurance Public Shares, the trading price of SatixFy Ordinary Shares issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, fluctuations in the trading price of SatixFy Ordinary Shares could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for SatixFy Ordinary Shares. Accordingly, the valuation ascribed to SatixFy in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. The valuation of the stock market and certain companies that may be deemed comparable to SatixFy has declined significantly since the announcement of the Business Combination. If an active market for SatixFy’s securities develops and continues, the trading price of SatixFy Ordinary Shares following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond SatixFy’s control. Any of the factors listed below could have a material adverse effect on your investment in SatixFy Ordinary Shares and SatixFy Ordinary Shares may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of SatixFy Ordinary Shares may not recover and may experience a further decline.

Factors affecting the trading price of SatixFy Ordinary Shares may include:

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actual or anticipated fluctuations in SatixFy’s quarterly and annual financial results or the quarterly or annual financial results of companies perceived to be similar to SatixFy;

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changes in the market’s expectations about SatixFy’s operating results;

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success of competitors;

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SatixFy’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

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changes in financial estimates and recommendations by securities analysts concerning SatixFy or the industries in which SatixFy operates in general;

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operating and share price performance of other companies that investors deem comparable to SatixFy;

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SatixFy’s ability to market new and enhanced products and services on a timely basis;

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changes in laws and regulations affecting SatixFy’s business;

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commencement of, or involvement in, litigation involving SatixFy;

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changes in SatixFy’s capital structure, such as future issuances of securities or the incurrence of additional debt;

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volume of SatixFy Ordinary Shares available for public sale;

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any major change in SatixFy’s board or management;

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sales of substantial amounts of SatixFy Ordinary Shares by SatixFy’s directors, executive officers or significant shareholders or the perception that such sales could occur;

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general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism; and

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occurrence of natural disasters, pandemics or other unanticipated catastrophes.

Broad market and industry factors may materially harm the trading price of SatixFy Ordinary Shares irrespective of SatixFy’s operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the

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particular companies affected. The trading prices and valuations of these stocks, and of SatixFy Ordinary Shares, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to SatixFy could depress its share price regardless of its business, prospects, financial conditions, or results of operations. A decline in the trading price of SatixFy Ordinary Shares also could adversely affect SatixFy’s ability to issue additional securities and its ability to obtain additional financing in the future.

If Endurance is unable to complete the Business Combination or another business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, Endurance Public Shareholders may only receive $10.00 per share (or less than such amount in certain circumstances) and Endurance warrants will expire worthless.

If Endurance is unable to complete the Business Combination or another business combination within the required time period, Endurance will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ 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 our remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, Endurance Public Shareholders may only receive $10.00 per share, and Endurance warrants will expire worthless. In certain circumstances, Endurance Public Shareholders may receive less than $10.00 per share on the redemption of their shares.

If the Business Combination is not completed, potential target businesses may have leverage over Endurance in negotiating a business combination, Endurance’s ability to conduct due diligence on a business combination as it approaches its dissolution deadline may decrease, and it may have insufficient working capital to continue to pursue potential target businesses, each of which could undermine its ability to complete a business combination on terms that would produce value for Endurance shareholders.

Any potential target business with which Endurance enters into negotiations concerning an initial business combination will be aware that, unless Endurance amends its existing articles to extend its life and amend certain other agreements it has entered into, then Endurance must complete its initial business combination by March 17, 2023. Consequently, if Endurance is unable to complete this Business Combination, a potential target business may obtain leverage over it in negotiating an initial business combination, knowing that if Endurance does not complete its initial business combination with that particular target business, it may be unable to complete its initial business combination with any target business. This risk will increase as Endurance gets closer to the timeframe described above. In addition, Endurance may have limited time to conduct due diligence and may enter into its initial business combination on terms that it would have rejected upon a more comprehensive investigation. Additionally, Endurance may have insufficient working capital to continue efforts to pursue a business combination.

In the event of liquidation by Endurance, third parties may bring claims against Endurance and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.

Under the terms of Endurance Articles, Endurance must complete the Business Combination or another business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), or Endurance must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Endurance.

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The Sponsor has agreed that it will be liable if and to the extent any claims by a third party (other than the independent auditors) for services rendered or products sold to Endurance, or a prospective target business with which Endurance has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the Endurance IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. Endurance has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Endurance and, therefore, the Sponsor may not be able to satisfy those obligations. None of the Endurance’s other officers will indemnify it for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Additionally, if Endurance is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Endurance otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law and may be included in its bankruptcy estate.

Endurance’s shareholders may be held liable for claims by third parties against Endurance to the extent of distributions received by them.

If Endurance is unable to complete the Business Combination or another business combination within the required time period, Endurance will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Endurance Public Shares, 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 Endurance to pay taxes (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Endurance’s remaining shareholders and its board of directors, dissolve and liquidate, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Endurance cannot assure you that it will properly assess all claims that may be potentially brought against Endurance. As a result, Endurance’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Endurance cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Endurance.

Additionally, if Endurance files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance or preference. As a result, a bankruptcy court could seek to recover some or all amounts received by Endurance shareholders. Furthermore, the Endurance board of directors may be viewed as having breached its fiduciary duty to its creditors and/or may have acted in bad faith, and thereby exposing itself and Endurance to claims of punitive damages, by paying Endurance Public Shareholders from the Trust Account prior to addressing the claims of creditors. Endurance cannot assure you that claims will not be brought against it for these reasons.

Endurance may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into business combination agreements or similar agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources.

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An adverse judgment could result in monetary damages, which could have a negative impact on Endurance’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Transactions, then that injunction may delay or prevent the Transactions from being completed. Currently, Endurance is not aware of any securities class action lawsuits or derivative lawsuits being filed in connection with the Transactions.

If, before distributing the proceeds in the Trust Account to Endurance shareholders, Endurance files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Endurance shareholders and the per share amount that would otherwise be received by Endurance shareholders in connection with its liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Endurance shareholders, Endurance files a bankruptcy petition or an involuntary bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Endurance’s bankruptcy estate and subject to the claims of third-parties with priority over the claims of Endurance shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by Endurance shareholders in connection with Endurance’s liquidation may be reduced. There will be no liquidating distributions with respect to Endurance warrants, which will expire worthless.

The Sponsor, as well as Endurance’s officers, directors and advisors and the anchor investors have agreed to vote in favor of the Business Combination, regardless of how the Endurance Public Shareholders vote.

The Sponsor and Endurance’s officers, directors and advisors have agreed to vote any Endurance equity securities, including the Founder Shares, held by them in favor of the Business Combination. Additionally, the anchor investors have agreed to vote any Founder Shares held by them in favor of the Business Combination. These holders own and are entitled to vote an aggregate of 20.0% of the outstanding Endurance ordinary shares. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination Proposal and the other proposals will be received than would be the case if these holders agreed to vote their Founder Shares in accordance with the majority of the votes cast by Endurance’s Public Shareholders.

Even if we consummate the Business Combination, there is no guarantee that the SatixFy Warrants will ever be in the money, and they may expire worthless and the terms of Endurance’s warrants may be amended.

The exercise price for the SatixFy Warrants will be $11.50 per whole ordinary share, with each SatixFy Warrant exercisable for one SatixFy Ordinary Share. Upon consummation of the Business Combination, each Endurance warrant will become one SatixFy Warrant. There is no guarantee that the SatixFy Warrants, following the Business Combination, will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

The ongoing COVID-19 pandemic may materially and adversely affect Endurance’s and SatixFy’s ability to consummate the Transactions.

The COVID-19 pandemic has resulted in governmental authorities worldwide implementing numerous measures to contain the virus, including travel restrictions, quarantines, shelter-in-place orders and business limitations and shutdowns. More generally, the pandemic raises the possibility of an extended global economic downturn and has caused volatility in financial markets. The pandemic may also amplify many of the other risks described in this proxy statement/prospectus.

Endurance and SatixFy may be unable to complete the Transactions if concerns relating to COVID-19 continue to restrict the movement of people and cause further shutdowns or closures of businesses and other limitations. The extent to which COVID-19 impacts Endurance’s and SatixFy’s ability to consummate the Transactions will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, Endurance’s and SatixFy’s ability to consummate the Transactions may be materially and adversely affected.

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If the Business Combination does not qualify as a “reorganization” for U.S. federal income tax purposes, holders of Endurance Securities may be required to pay substantial U.S. federal income taxes.

It is intended that the Business Combination qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, there are significant factual and legal uncertainties as to such qualification. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance bearing directly on how certain requirements for Section 368(a) of the Code would apply in the case of an acquisition of a corporation with only investment type assets, such as Endurance. Moreover, qualification of the Business Combination as a reorganization is based on certain facts, such as the magnitude of Endurance Public Shares that are redeemed in connection with the Business Combination, which will not be known until or following the closing of the Business Combination. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and neither Endurance nor SatixFy has requested or intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination. Accordingly, Endurance’s counsel is unable to opine on or provide other assurance as to the qualification of the Business Combination as a “reorganization” within the meaning of Section 368(a) of the Code and, even if Endurance and SatixFy conclude that the Business Combination qualifies for the intended tax treatment, there can be no assurance that the IRS will not challenge that conclusion or that a court would not sustain such a challenge by the IRS.

If any requirement for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not met, a U.S. Holder of Endurance Securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of SatixFy Ordinary Shares and/or SatixFy Warrants received by such U.S. Holder in the Business Combination over such U.S. Holder’s tax basis in the Endurance Securities surrendered by such U.S. Holder in the Business Combination.

U.S. Holders of Endurance Securities are urged to consult their own tax advisors to determine the tax consequences if the Business Combination does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Since our announcement of the Business Combination, there has been a meaningful drop in the market values of growth-oriented companies. Accordingly, securities of growth companies may be more volatile than other securities and may involve special risks. A market perception of these risks may also result in higher redemptions of cash from the Trust Account.

Since our announcement of the Business Combination, there has been a meaningful drop in the market values of early stage and growth-oriented companies like ours. In recent months, inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops. As a result, our securities are subject to potential downward pressures which may be worsened by high redemptions of the cash available from the Trust Account. If there are substantial redemptions, there will be a lower float of SatixFy Ordinary Shares outstanding following the consummation of the Business Combination, which may cause further volatility in the price of our securities.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, Endurance’s board of directors will not have the ability to adjourn the extraordinary general meeting to a later date.

If, at the extraordinary general meeting, the chairman presiding over the extraordinary general meeting determines that it would be in the best interests of Endurance to adjourn the extraordinary general meeting to give Endurance more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if Endurance would have net tangible assets of less than $5,000,001 either immediately prior to or upon the consummation of the Transactions, or if additional time is needed to fulfil other closing conditions), the chairman presiding over the extraordinary general meeting will seek approval to adjourn the extraordinary general meeting to a later date or dates. If the

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Adjournment Proposal is not approved, the chairman will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes. In such event, the Business Combination would not be completed.

Risks Related to Redemption

The ability of Endurance Public Shareholders to exercise redemption rights with respect to a large number of Endurance shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem Endurance ordinary shares.

The obligations of SatixFy and Merger Sub to consummate the Transactions is conditioned upon, among other things, Endurance having at least $5,000,001 of net tangible assets either immediately prior to or upon the consummation of the Transactions. If the Business Combination is not consummated, you would not receive your pro rata portion of the Trust Account until the Trust Account is liquidated. If you are in need of immediate liquidity, you could attempt to sell your Endurance ordinary shares in the open market; however, at such time Endurance ordinary shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Endurance’s redemption until Endurance liquidates or you are able to sell your Endurance ordinary shares in the open market.

Endurance Public Shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Endurance Public Shares.

An Endurance Public Shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the Endurance Public Shares without the prior consent of Endurance. Accordingly, if you hold more than 15% of the Endurance Public Shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. Endurance cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of Endurance Public shares will exceed the per-share redemption price.

There is no guarantee that an Endurance Public Shareholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

There is no assurance as to the price at which an Endurance Public Shareholder may be able to sell its Endurance ordinary shares in the future following the completion of the Transactions or shares with respect to any alternative business combination. Certain events following the consummation of any initial business combination, including the Transactions, may cause an increase in the share price, and may result in a lower value realized now than an Endurance Public Shareholder might realize in the future had the shareholder not redeemed his, her or its shares. Similarly, if an Endurance Public Shareholder does not redeem its Endurance Public Shares, such shareholder will bear the risk of ownership of the Endurance Public Shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. An Endurance shareholder should consult the shareholder’s tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS;
MARKET, RANKING AND OTHER INDUSTRY DATA

This proxy statement/prospectus contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement/​prospectus, including statements regarding SatixFy’s, Endurance’s or the combined company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, SatixFy’s or Endurance’s expectations concerning the outlook for their or the combined company’s business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company as set forth in the sections of this proxy statement/prospectus titled “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “SatixFy’s Business” and “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy.” Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination between SatixFy and Endurance.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

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SatixFy’s performance following the Business Combination;

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Unpredictability in the satellite communications industry;

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The effects of health epidemics, such as the recent global COVID-19 pandemic;

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The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which SatixFy operates;

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Competition in the satellite communications industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors;

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If SatixFy fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand;

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Disruptions in relationships with any one of SatixFy’s key customers;

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Disruptions in relationships with any one of SatixFy’s third-party manufacturers or suppliers;

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Any difficulty selling SatixFy’s products if customers do not design its products into their product offerings;

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SatixFy’s dependence on winning selection processes and gaining market acceptance of its technologies and products;

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Even if SatixFy succeeds in winning selection processes for its technologies and products, SatixFy may not generate timely or sufficient net sales or margins from those wins;

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SatixFy’s ability to execute its strategies, manage growth and maintain its corporate culture as it grows;

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Sustained yield problems or other delays in the manufacturing process of products;

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Changes in the need for capital and the availability of financing and capital to fund these needs;

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The transaction may not be completed on the terms or timeline currently contemplated, or at all, including because SatixFy and/or Endurance may be unable to satisfy the conditions or obtain the approvals required to complete the transaction, or such approvals may contain material restrictions or conditions;

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SatixFy’s ability to complete the transaction;

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SatixFy’s ability to realize some or all of the anticipated benefits of the transaction;

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SatixFy’s estimates of its total addressable market and the demand for and pricing of its products and services;

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SatixFy’s ability to establish or maintain effective internal control over financial reporting;

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SatixFy’s ability to maintain existing relationships with Endurance;

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SatixFy’s ability to retain key personnel and to replace such personnel on a timely basis or on acceptable terms;

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Exchange rate fluctuations;

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Changes in interest rates or rates of inflation;

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Legal, regulatory and other proceedings;

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Changes in applicable laws or regulations, or the application thereof on SatixFy;

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If Endurance’s shareholders fail to properly demand redemption rights, they will not be entitled to convert their Endurance ordinary shares into a pro rata portion of the Trust Account;

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Endurance’s board of directors did not obtain a third-party fairness opinion in determining whether or not to proceed with the Business Combination;

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The financial and other interests of Endurance’s board of directors may have influenced Endurance’s board of directors’ decision to approve the Business Combination;

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The occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

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The SatixFy securities to be received by SatixFy’s shareholders as a result of the Business Combination will have different rights from Endurance securities and Endurance’s shareholders will have a reduced ownership and voting interest of the combined company after consummation of the Business Combination;

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SatixFy’s ability to initially list, and once listed, maintain the listing of its securities on the NYSE following the Business Combination;

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The results of future financing efforts;

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The effects of catastrophic events, including war, terrorism and other international conflicts; and

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The other matters described in the section titled “Risk Factors”.

In addition, the Business Combination is subject to the satisfaction of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement and the absence of events that could give rise to the termination of the Business Combination Agreement, the possibility that the Business Combination does not close, and risks that the proposed Business Combination disrupts current plans and operations and business relationships, or poses difficulties in attracting or retaining employees for SatixFy.

SatixFy and Endurance caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of this proxy statement/prospectus. Neither SatixFy nor Endurance undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that SatixFy or Endurance will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Business Combination, in Endurance’s public filings

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with the SEC or, upon and following the consummation of the Business Combination, in SatixFy’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult. For additional information, please see the section titled “Where You Can Find More Information.”

Market, ranking and industry data used throughout this proxy statement/prospectus, including statements regarding market size and technology adoption rates, is based on the good faith estimates of SatixFy’s management, which in turn are based upon SatixFy’s management’s review of internal surveys, independent industry surveys and publications, and other third party research and publicly available information. These data involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. While SatixFy is not aware of any misstatements regarding the industry data presented herein, its estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” and “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

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EXTRAORDINARY GENERAL MEETING OF Endurance SHAREHOLDERS

General

Endurance is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the extraordinary general meeting of Endurance and at any adjournment or postponement thereof. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the extraordinary general meeting.

Date, Time and Place

The extraordinary general meeting of Endurance will be held at           a.m. Eastern Time, on      , 2022 and on such other date and at such other place to which the meeting may be adjourned. The meeting will be a virtual meeting conducted via live audio webcast. For the purposes of Cayman Islands law and the Endurance Articles, the physical location of the meeting shall be at the offices of Morrison & Foerster LLP at 250 West 55th Street, New York, New York 10019. You are cordially invited to attend and participate in the extraordinary general meeting online by visiting https://​           and using a control number assigned by Continental, the transfer agent to Endurance. To register and receive access to the virtual meeting, registered shareholders and beneficial holders of Endurance ordinary shares (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

Purpose of the Endurance Extraordinary General Meeting

At the extraordinary general meeting, Endurance is asking its shareholders to approve:

Proposal No. 1 — The Business Combination Proposal — An ordinary resolution to ratify, approve and adopt the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”, and to which the form of Plan of Merger required by the Companies Act (As Revised) of the Cayman Islands (the “Plan of Merger”) is appended), a copy of which is attached to this proxy statement/prospectus as Annex A, and the transactions contemplated therein (the “Transactions”), including the business combination (the “Business Combination”) whereby SatixFy MS, a Cayman Islands exempted company (“Merger Sub”) and a direct, wholly owned subsidiary of SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“SatixFy”), will merge with and into Endurance with Endurance surviving the merger as a wholly owned subsidiary of SatixFy (the “Business Combination Proposal”); and

Proposal No. 2 — The Merger Proposal — A special resolution to authorize and approve the Plan of Merger and the merger of Merger Sub with and into Endurance, with Endurance surviving the merger as a wholly-owned subsidiary of SatixFy, and the issuance of SatixFy Ordinary Shares to Endurance shareholders as merger consideration (the “Merger Proposal”); and

Proposal No. 3 — The Adjournment Proposal — An ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are not sufficient votes to approve the Business Combination Proposal or Merger Proposal or in order to seek withdrawals if Endurance’s Public Shareholders have elected to redeem an amount of Endurance Class A ordinary shares such that Endurance reasonably expects the minimum available cash condition contained in the Business Combination Agreement would not be satisfied (the “Adjournment Proposal”).

Recommendation of Endurance’s Board of Directors

Endurance’s board of directors has unanimously determined that each of the proposals outlined above is in the best interests of Endurance and recommended that Endurance shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal and “FOR” the Adjournment Proposal, if presented.

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Record Date; Persons Entitled to Vote

Endurance shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Endurance ordinary shares at the close of business on           , 2022, which is the record date for the extraordinary general meeting. Shareholders will have one vote for each Endurance ordinary share owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Endurance’s warrants do not have voting rights. On the record date, there were 25,000,000 Endurance ordinary shares outstanding, of which 20,000,000 were Endurance Public Shares.

Quorum

A quorum is the minimum number of Endurance ordinary shares that must be present to hold a valid meeting. A quorum will be present at the Endurance extraordinary general meeting if a majority of the voting power of the issued and outstanding Endurance ordinary shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy. As of the record date, 12,500,001 Endurance ordinary shares would be required to achieve a quorum. Abstentions will be counted as present for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. The Sponsor is a record holder and is entitled to vote an aggregate of approximately 14.3% of the issued and outstanding Endurance ordinary shares. The Sponsor has agreed to appear at the extraordinary general meeting to establish a quorum for the purpose of approving the proposals. In addition to the Endurance ordinary shares held by the Sponsor, Endurance would need 8,930,001 Endurance ordinary shares, or approximately 35.7%, of the 25,000,000 issued and outstanding Endurance ordinary shares to appear at the meeting in order to establish a quorum.

Vote Required

The proposals to be presented at the extraordinary general meeting will require the following votes:

Business Combination Proposal — The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present. The Transactions will not be consummated if Endurance has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

Merger Proposal — The approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding at least two-thirds of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

Adjournment Proposal — The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

The Sponsor, Endurance’s officers, directors and advisors and the anchor investors in the Endurance IPO that received Founder Shares are record holders and are entitled to vote an aggregate of 20.0% of the issued and outstanding Endurance ordinary shares. The Sponsor and Endurance’s officers, directors and advisors have agreed to vote any Endurance equity securities, including the Founder Shares, held by them in favor of the Business Combination Proposal and the Merger Proposal. Additionally, the anchor investors have agreed to vote any Founder Shares held by them in favor of the Business Combination. Assuming only a majority of all the Endurance ordinary shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Founder Shares held by the Sponsor, Endurance directors and advisors and certain anchor investors in the Endurance IPO, Endurance would need 3,333,334 Endurance Public Shares, or approximately 16.7%, of the 20,000,000 issued and outstanding

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Endurance Public Shares to be voted in favor of the Merger Proposal and 1,250,001 Endurance Public Shares, or approximately 6.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved. Assuming all of the Endurance Public Shares entitled to vote at the extraordinary general meeting are represented at the extraordinary general meeting in person or by proxy, in addition to the Endurance ordinary Shares held by the Sponsor, Endurance directors and advisors and certain anchor investors in the Endurance IPO, Endurance would need 11,666,667 Endurance Public Shares, or approximately 58.3%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Merger Proposal and 7,500,001 Endurance Public Shares, or approximately 37.5%, of the 20,000,000 issued and outstanding Endurance Public Shares to be voted in favor of the Business Combination Proposal and the Adjournment Proposal in order for them to be approved.

Voting Your Shares — Shareholders of Record

If you are a holder of record of Endurance ordinary shares at the close of business on the record date, there are two ways to vote your Endurance ordinary shares at the extraordinary general meeting:

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By Mail. You may vote by proxy by completing the enclosed proxy card and returning it in the postage-paid return envelope and, in any event so as to be received by Endurance no later than at     a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of Endurance’s board of directors. Proxy cards received after a matter has been voted upon at the extraordinary general meeting will not be counted.

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In Person. You may attend the extraordinary general meeting virtually over the Internet by joining the live audio webcast and voting electronically by submitting a ballot through the web portal during the extraordinary general meeting webcast. You may attend the extraordinary general meeting webcast by accessing the web portal located at https://​           and following the instructions set forth on your proxy card. See “Questions and Answers about the Business Combination and the Extraordinary General Meeting — When and where will the extraordinary general meeting take place?” for more information.

Voting Your Shares — Beneficial Owners

If you hold your Endurance ordinary shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the Endurance ordinary shares you beneficially own are properly counted. If you hold your Endurance ordinary shares in “street name” and you wish to attend the extraordinary general meeting virtually and vote, you must obtain a legal proxy from the shareholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com no later than 72 hours prior to the extraordinary general meeting. Holders should contact their broker, bank or nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the extraordinary general meeting. “Street name” holders should contact Continental on or before            , 2022.

Abstentions and Broker Non-Votes

An abstention occurs when a shareholder attends a meeting, or is represented by proxy, but abstains from voting. At the meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Assuming that a quorum is present, an Endurance shareholders’ abstention will have no effect on the outcome of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal.

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Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement/prospectus, if a beneficial owner of shares of Endurance ordinary shares held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be permitted under Nasdaq rules to be voted at the meeting, and thus will not be counted as present or represented by proxy at the meeting. The vote to approve the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are based on the votes cast by the shareholders present or represented by proxy and entitled to vote at the meeting, not just the shares that are counted as present or represented by proxy at the meeting. As a result, assuming that a quorum is present, if you fail to issue voting instructions to your broker, bank or other nominee, it will have no effect on the outcome of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal.

Failure to Vote

If you are a holder of record of Endurance ordinary shares and you do not sign and return your proxy card by mail or attend and vote at the extraordinary general meeting, your shares will not be voted at the meeting, will not be counted as present or represented by proxy at the meeting and will not be counted as present for purposes of determining whether a quorum exists.

As discussed above, under Nasdaq rules, brokers, banks and other nominees do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement/prospectus. Accordingly, if you are the beneficial owner of shares held in “street name” and you do not issue voting instructions to your broker, bank or other nominee, your shares will not be voted at the meeting and will not be counted as present or represented by proxy at the meeting or counted as present for purposes of determining whether a quorum exists.

The vote to approve the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal is based on the votes cast by the shareholders present or represented by proxy and entitled to vote at the meeting, not just the shares that are counted as present or represented by proxy at the meeting. As a result, assuming that a quorum is present, if you fail to vote your shares, it will have no effect on the outcome of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal.

Revoking Your Proxy

If you are a holder of record of Endurance ordinary shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

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you may send another proxy card to Endurance’s transfer agent with a later date so that it is received no later than at                 a.m. Eastern Time, on                 , 2022, being 48 hours before the time appointed for the holding of the extraordinary general meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting);

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you may notify Endurance’s transfer agent in writing, prior to the vote at the extraordinary general meeting, that you have revoked your proxy; or

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you may attend the live audio webcast of the extraordinary general meeting and vote electronically, although your attendance alone will not revoke any proxy that you have previously given.

If you hold your Endurance ordinary shares in “street name,” you may submit new instructions on how to vote your shares by contacting your broker, bank or other nominee. If you hold your Endurance ordinary shares in “street name” and wish to virtually attend the extraordinary general meeting and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

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Who Can Answer Your Questions About Voting Your Shares

If you are an Endurance shareholder and have any questions about how to vote or direct a vote in respect of your Endurance ordinary shares, you may call     , Endurance’s proxy solicitor, at           .

Redemption Rights

Endurance Public Shareholders may seek to redeem their Endurance Public Shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any Endurance Public Shareholder may demand that Endurance redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $      per share as of      , 2022, the extraordinary general meeting record date), calculated as of two (2) business days prior to the anticipated consummation of the Business Combination in accordance with the Endurance Articles. If a holder properly seeks redemption as described in this section and the Business Combination with SatixFy is consummated, Endurance will redeem these shares for a pro rata portion of funds deposited in the Trust Account calculated in accordance with the Endurance Articles and the holder will no longer own these shares following the Business Combination.

Notwithstanding the foregoing, an Endurance Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Endurance Public Shares. Accordingly, all Endurance Public Shares in excess of 15% held by an Endurance Public Shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.

The Sponsor and the Endurance officers and directors have entered into a letter agreement with Endurance, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Endurance Class A ordinary shares they may hold in connection with the completion of the Business Combination. The Endurance officers, directors and advisors did not receive any cash consideration for waiving their redemption rights in connection with their purchase of Founder Shares from the Sponsor for $720 in the aggregate. See “Agreements Entered Into In Connection With The Business Combination Agreement — Sponsor Letter Agreement.”

The anchor investors have entered into investment agreements with Endurance, pursuant to which they have also agreed to waive their redemption rights with respect to their Founder Shares in connection with the completion of the Business Combination. At the closing of the Endurance IPO, 1,250,000 Founder Shares were transferred from the Sponsor to the anchor investors for $5,000 in the aggregate in exchange for their participation in the Endurance IPO. The anchor investors did not receive any cash consideration for waiving their redemption rights.

If you are a holder of Endurance Public Shares and wish to exercise your redemption rights, you must:

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submit a written request to Continental, Endurance’s transfer agent, in which you (i) request that Endurance redeem all or a portion of your Endurance Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Endurance Public Shares and provide your legal name, phone number and address; and

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either tender your share certificates (if any) to Continental, Endurance’s transfer agent, or deliver your Endurance Public Shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) System.

Holders must complete the procedures for electing to redeem their Endurance Public Shares in the manner described above on           , 2022, two (2) business days prior to the extraordinary general meeting, in order for their Endurance Public Shares to be redeemed. If you hold the shares in “street name”, you will have to coordinate with your broker, bank or nominee to have the Endurance Public Shares you beneficially own certificated or delivered electronically.

Holders or Endurance Units must elect to separate the Endurance Units into the underlying Endurance Public Shares and the Endurance Public Warrants prior to exercising redemption rights with respect to the Endurance Public Shares. There is a nominal cost associated with this tendering process and the act of

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certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to Endurance Public Shareholders for the return of their shares.

Endurance’s transfer agent can be contacted at the following address:

Continental Stock Transfer & Trust Company
1 State Street — 30th Floor
New York, New York 10004
Attn:
Email:

Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if an Endurance Public Shareholder delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically). Such a request must be made by contacting Continental, Endurance’s transfer agent, at the phone number or address set out above.

If the Business Combination is not approved or completed for any reason, then Endurance Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their Endurance Public Shares for a full pro rata portion of the Trust Account, as applicable. In such case, Endurance will promptly return any shares delivered by Endurance Public Shareholders. If Endurance would be left with less than $5,000,001 of net tangible assets as a result of the Endurance Public Shareholders properly demanding redemption of their Endurance Public Shares for cash, Endurance will not be able to consummate the Business Combination.

The closing price of Endurance Public Shares on      , 2022, the extraordinary general meeting record date, was $      . The cash held in the Trust Account on such date was approximately $      million ($ per public share). Prior to exercising redemption rights, Endurance Public Shareholders should verify the market price of Endurance Public Shares as they may receive higher proceeds from the sale of their Endurance ordinary shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. Endurance cannot assure its shareholders that they will be able to sell their Endurance ordinary shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If an Endurance Public Shareholder exercises his, her or its redemption rights, then he, she or it will be exchanging its Endurance ordinary shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption no later than                 , 2022 (two (2) business days prior to the extraordinary general meeting) by delivering your shares (either physically or electronically) to Endurance’s transfer agent.

For a detailed discussion of the material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “U.S. Federal Income Tax Consequences — U.S. Holders Exercising Redemption Rights with Respect to Endurance ordinary shares” beginning on page 288. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights under the Cayman Companies Law

Holders of record of Endurance ordinary shares may have appraisal rights in connection with the Business Combination under the Cayman Companies Law. In this proxy statement/prospectus, these appraisal or dissent rights are sometimes referred to as “Dissent Rights.”

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Holders of record of Endurance ordinary shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Endurance ordinary shares must give written objection to the Business Combination to Endurance prior to the shareholder vote to approve the Business Combination and follow the procedures set out in Section 238 of the Cayman Companies Law. These statutory appraisal rights are separate to and mutually exclusive of the right of Endurance Public Shareholders to demand that their Endurance Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Endurance Articles. It is possible that if an Endurance Public Shareholder exercises appraisal rights, the fair value of the Endurance ordinary shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than such holder would obtain if he, she, or it exercised his, her or its redemption rights as described herein. Endurance believes that such fair value would equal the amount that Endurance Public Shareholders would obtain if they exercise their redemption rights as described herein.

Endurance shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise Dissent Rights. An Endurance shareholder which elects to exercise Dissent Rights must do so in respect of all of the Endurance ordinary shares that person holds and will lose their right to exercise their redemption rights as described herein.

At the Effective Time, the Dissenting Endurance Shares shall automatically be cancelled by virtue of the Business Combination, and each Dissenting Endurance Shareholder will thereafter cease to have any rights with respect to such shares, except the right to be paid the fair value of such shares and such other rights as are granted by the Cayman Companies Law. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn, forfeited or lost his, her or its rights under Section 238 of the Cayman Companies Law (including in the circumstances described in the immediately following paragraph) or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Companies Law, then the right of such holder to be paid the fair value of such holder’s Dissenting Endurance Shares under Section 238 of the Cayman Companies Law will cease, the shares will no longer be considered Dissenting Endurance Shares and such holder’s former Endurance ordinary shares will thereupon be deemed to have been converted as of the Effective Time into the right to receive the merger consideration comprising one SatixFy Ordinary Share for each Endurance ordinary share, without any interest thereon. As a result, such Endurance shareholder would not receive any cash for their Endurance ordinary shares and would become a shareholder of SatixFy.

In the event that any Endurance shareholder delivers notice of their intention to exercise Dissent Rights, Endurance, SatixFy and Merger Sub may, in their sole discretion, elect to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law. Section 239 of the Cayman Companies Law states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. In circumstances where the limitation under Section 239 of the Cayman Companies Law is invoked, no Dissent Rights would be available to Endurance shareholders, including those Endurance shareholders who previously delivered a written objection to the Business Combination prior to the extraordinary general meeting and followed the procedures set out in Section 238 of the Cayman Companies Law in full up to such date, and such holder’s former Endurance ordinary shares will thereupon be deemed to have been converted as of the Effective Time into the right to receive the merger consideration comprising one SatixFy Ordinary Share for each Endurance ordinary share, without any interest thereon. Accordingly, Endurance shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their Endurance ordinary shares and the certainty provided by the redemption process may be preferable for Endurance Pubic Shareholders wishing to exchange their public Endurance Public Shares for cash.

Proxy Solicitation Costs

Endurance is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone. Endurance and its directors, officers and employees may also

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solicit proxies online. Endurance will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Endurance will bear the cost of the solicitation.

Endurance has hired           to assist in the proxy solicitation process. Endurance will pay to           a fee of $      , plus disbursements.

Endurance will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Endurance will reimburse them for their reasonable expenses.

Other Matters

As of the date of this proxy statement/prospectus, Endurance’s board of directors does not know of any business to be presented at the extraordinary general meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the extraordinary general meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

Interests of Endurance’s Officers and Directors in the Transactions

In considering the recommendation of Endurance’s board of directors to vote in favor of approval of the Business Combination, Endurance shareholders should keep in mind that the Sponsor and Endurance’s directors and executive officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of Endurance’s shareholders generally. In particular:

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If the Business Combination with SatixFy or another business combination is not consummated by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. In such event, the 5,000,000 Founder Shares (after taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) of which the Sponsor still holds 3,570,000 Founder Shares, and the directors and advisors collectively hold 180,000 Founder Shares, which were originally acquired by the Sponsor for $25,000 (or $0.004 per share), would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of the Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022. On the other hand, if the Business Combination is consummated, each Endurance ordinary share (including such Founder Shares) will be converted into one SatixFy Ordinary Share subject to adjustment described herein.

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Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles, that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Sponsor and its affiliates are expected to own approximately 9.4% of the SatixFy Ordinary Shares on a fully diluted basis (which includes 500,000 Price Adjustment Shares, 3,570,000 SatixFy Ordinary Shares received in the Business Combination, 6,630,000 SatixFy Ordinary Shares underlying the SatixFy Private Warrants, 1,000,000 SatixFy Ordinary Shares as part of the PIPE Units, and 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants). The ownership percentages set forth above do not take into account any draws on the Equity Line of Credit, any Permitted Interim Financing or any transactions that may be entered into after the date hereof.

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The Sponsor paid $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) to purchase 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) and $6,630,000 to purchase 6,630,000 Endurance Private Warrants (including 2,652,000 of such warrants which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) in a private placement from Endurance for $1.00 per private warrant. The Founder Shares held by the Sponsor had an aggregate value of approximately $35.3 million based upon the closing price of Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022 and the Endurance Private Warrants held by the Sponsor had an aggregate market value of approximately $729,300 based upon the closing price of Endurance Public Warrants of $0.11 per Endurance warrant on Nasdaq on August 17, 2022. The Founder Shares and the Endurance Private Warrants will become worthless if Endurance does not consummate a business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles).

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In connection with the Endurance IPO, the Sponsor transferred 25,000 Founder Shares to each of Mitsui & Co., LTD, Eddie Kato and Simon Cathcart, Endurance’s advisory board members, and 35,000 Founder Shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, Endurance’s independent directors in exchange for $720 in the aggregate. Additionally, in connection with the closing of the Endurance IPO, the anchor investors purchased from the Sponsor an aggregate of 1,250,000 Founder Shares for $5,000 in the aggregate.

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The Sponsor will receive 500,000 Price Adjustment Shares in exchange for providing approximately 1.0 million PIPE Escrow Shares (as defined below) as downside protection for the PIPE Investors. The Price Adjustment Shares will vest at three price adjustment achievement dates. See “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares” for more information about the achievement dates.

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Pursuant to the Unit Subscription Agreements and after the Closing, if the average trading price of the SatixFy Ordinary Shares during the thirty (30) consecutive days ending on the sixtieth (60th) day after the effectiveness of the resale registration statement that will register the PIPE Shares and PIPE Warrants is less than $10.00 per share, there shall be an adjustment such that the Sponsor shall forfeit, and the PIPE Investors (which includes an affiliate of the Sponsor) shall be entitled to receive at the Closing, up to 391,731 SatixFy Ordinary Shares that were issued to the Sponsor and put into the Escrow Account. All such shares will be released from the Escrow Account to the PIPE Investors by the Sponsor if the trading price of the SatixFy Ordinary Shares is $6.50 or lower during the applicable measurement period. Additionally, existing SatixFy shareholders contributed 1,175,192 SatixFy Ordinary Shares otherwise issuable to them upon Closing that are subject to release from escrow to the PIPE Investors on the same terms as the shares contributed by the Sponsor (including forfeiture to the affiliate of the Sponsor that is participating in the PIPE Financing). If the average trading price of the SatixFy Ordinary Shares during the period described above is equal to or greater than $10.00 per share, the Sponsor and the SatixFy shareholders shall have the above mentioned shares returned to them from the Escrow Account.

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The Sponsor will be subject to a one hundred eighty (180) day lock-up on sales of SatixFy Ordinary Shares after the Closing, which has been reduced from the Endurance IPO.

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If Endurance is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Endurance for services rendered or contracted for or products sold to Endurance. If Endurance consummates a business combination, on the other hand, Endurance will be liable for all such claims.

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The Sponsor and Endurance’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Endurance’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Endurance fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Endurance may not be able to reimburse these expenses if the Business Combination or another business combination is not completed by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). As of the record date, the Sponsor and Endurance’s officers and directors and their affiliates had incurred approximately $      of unpaid reimbursable expenses.

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The Business Combination Agreement provides for the continued indemnification of Endurance’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering Endurance’s current directors and officers.

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Endurance’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Endurance to fund certain capital requirements. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Endurance outside of the Trust Account. As of August 17, 2022, there were no loans outstanding and awaiting reimbursement.

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The Sponsor has designated Richard C. Davis, to serve as a member of the board of directors of SatixFy following the closing of the Business Combination and, therefore, in the future Mr. Davis will receive any cash fees, stock options or stock awards that SatixFy’s board of directors determines to pay to its non-executive directors.

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Affiliates of the Sponsor have agreed to invest an aggregate amount of $10.0 million to purchase 1,000,000 PIPE Units in connection with the PIPE Financing to be completed at the closing of the Business Combination.

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The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after the Business Combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in Endurance and will not be reimbursed for any out-of- pocket expenses if an initial business combination is not completed prior to March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). Thus, if the proposed Business Combination with SatixFy is not consummated, Endurance may seek to complete a business combination with a less favorable target company or on terms less favorable to Endurance shareholders rather than choose to dissolve and liquidate.

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The Sponsor paid an aggregate of $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) for 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement), which had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of $9.90 per Endurance Public Share on Nasdaq on August  17, 2022. If the proposed Business Combination with SatixFy is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return post-Business Combination.

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As a result of multiple business affiliations, Endurance’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the Endurance Articles provide that the doctrine of corporate opportunity will not apply with respect to any of Endurance’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Endurance does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or

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waiver of corporate opportunity materially affected its search for a business combination. Endurance’s management is not aware of any such corporate opportunities not being offered to Endurance and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

Purchases of Endurance Shares

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Endurance or its securities, the Sponsor, Endurance’s officers and directors, SatixFy, SatixFy shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Endurance ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and, with SatixFy’s consent, the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

Entering into any such arrangements may have a depressive effect on Endurance ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus by the Sponsor, Endurance officers and directors, SatixFy, SatixFy shareholders or any of their respective affiliates. Endurance will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

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PROPOSAL ONE — THE BUSINESS COMBINATION PROPOSAL

The following is a discussion of the proposed Business Combination and the Business Combination Agreement. This is a summary only and may not contain all of the information that is important to you. This summary is subject to, and qualified in its entirety by reference to, the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. Endurance shareholders are urged to read this entire proxy statement/prospectus carefully, including the Business Combination Agreement, for a more complete understanding of the Business Combination.

General

Transaction Structure

The Business Combination Agreement provides for the merger of Merger Sub with and into Endurance, with Endurance surviving the Business Combination as a wholly owned subsidiary of SatixFy.

Pro Forma Capitalization

The pro forma equity valuation of SatixFy upon consummation of the Transactions is estimated to approximately $653 million, assuming no redemptions. We estimate that at the Effective Time, assuming none of the Endurance Public Shareholders demand redemption of their Endurance Public Shares pursuant to the Endurance Articles and there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the shareholders of SatixFy are expected own approximately 68.7% of the outstanding SatixFy Ordinary Shares and the shareholders of Endurance (including the Sponsor), and certain accredited investors purchasing PIPE Units will own the remaining SatixFy Ordinary Shares.

Business Combination Consideration

Prior to the Effective Time, each SatixFy Preferred Share issued and outstanding immediately prior to the Closing Date will be converted into one SatixFy Ordinary Share. Immediately following the Preferred Share Conversion, but prior to the Effective Time, each issued and outstanding SatixFy Ordinary Share will be converted into a number of SatixFy Ordinary Shares determined by multiplying each such SatixFy Ordinary Share by the Exchange Ratio. Additionally, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy Option outstanding and unexercised immediately prior to the Effective Time, will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such option by the Exchange Ratio and the per share exercise price will determined by dividing the exercise price of such option immediately prior to the Effective Time by the Exchange Ratio. In addition, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy warrant outstanding prior to the Effective Time will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such warrant by the Exchange Ratio and the per share exercise price will be determined by dividing the per share exercise price of such warrant immediately prior to the Effective Time by the Exchange Ratio. Nearly all SatixFy warrants issued and outstanding prior to the Effective Time will be exercised on a cashless basis assuming a then price per share equal to $10.00, and no SatixFy warrants shall survive after the Effective Time with any other warrant being cashed out.

Pursuant to the Business Combination Agreement and assuming the Pre-Closing Recapitalization has occurred, at the Effective Time, (i) each Endurance ordinary share (excluding treasury shares, redeeming shares and dissenting shares), will be exchanged for one SatixFy Ordinary Share and (ii) each outstanding Endurance warrant will be assumed by SatixFy and will become a warrant exercisable for one SatixFy Ordinary Share (subject the terms and conditions of the SatixFy Warrant Assumption Agreement). Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles and that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the shareholders of SatixFy (including certain members of SatixFy’s management) are expected to own approximately 68.7% of the SatixFy Ordinary Shares (including the Price Adjustment Shares), the Sponsor, together with affiliates of the Sponsor that will receive PIPE Units, is expected to own approximately 4.8% of the SatixFy Ordinary Shares (including the Price Adjustment Shares) and the Endurance Public Shareholders (together with holders

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of Founder Shares other than the Sponsor) and the PIPE Investors (excluding affiliates of the Sponsor) are expected to own approximately 24.1% and 2.1% of the outstanding SatixFy Ordinary Shares, respectively. The ownership percentages set forth above do not take into account any warrants that will be outstanding as of the closing and may be exercised thereafter, any shares underlying options, vested or unvested, that may be exercised hereafter or any transactions that may be entered into after the date hereof.

Background of the Business Combination

Endurance is a blank check company incorporated on April 23, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets. The proposed Business Combination was the result of a search for a potential transaction using the network, investing and operating experience of Endurance’s management team. The terms of the Business Combination Agreement were the result of extensive negotiations between Endurance and SatixFy. The terms of the Business Combination Agreement and the other Ancillary Documents are the result of an arm’s-length negotiation between Endurance and SatixFy and their respective representatives and advisors. The following is a brief description of the background of these negotiations, the Business Combination Agreement (and the Ancillary Documents) and the Business Combination.

The registration statement for the Endurance IPO was declared effective on September 14, 2021. On September 17, 2021, Endurance consummated the Endurance IPO consisting of 20,000,000 units at $10.00 per unit generating aggregate gross proceeds of $200,000,000, before underwriting discounts and expenses. The underwriters did not exercise their over-allotment option. Simultaneously with the consummation of the Endurance IPO, the Company consummated the private placement of 7,630,000 warrants in the aggregate to the Sponsor and Cantor at a price of $1.00 per warrant in a private placement, generating gross proceeds to the Company of $7,630,000. Following the closing of the Endurance IPO on September 17, 2021, an amount equal to $201,000,000 from the net proceeds of the sale of the units in the Endurance IPO and the sale of the private placement warrants to the Sponsor and Cantor was placed into the Trust Account.

Prior to the consummation of the Endurance IPO, neither Endurance, nor any authorized person on its behalf, initiated any substantive discussions, formal or otherwise, with respect to a business combination involving Endurance.

After the completion of the Endurance IPO, Endurance considered numerous potential target businesses with the objective of consummating its initial business combination. Representatives of Endurance contacted and were contacted by numerous individuals and entities who presented ideas for business combination opportunities, including financial advisors and companies operating in the data infrastructure and analytics areas, with a primary focus on space and wireless industries and related technology and services. Endurance considered businesses that it believed had attractive long-term growth potential, were well-positioned within their industry, had an experienced management team, would benefit from being a public company such as access to a broader source of capital and greater visibility, and would benefit from the substantial operational experience and network of strategic relationships of Endurance’s management team. Representatives of Endurance engaged in extensive due diligence and multiple detailed discussions directly with the senior executives and/or stockholders of several potential business combination opportunities as part of its overall business combination evaluation process. In each case (other than SatixFy), following these additional discussions, negotiations and preliminary due diligence, Endurance ultimately determined to abandon these other potential acquisition opportunities either because (i) the potential target pursued an alternative transaction or strategy or (ii) Endurance concluded that the target business would not be a suitable acquisition at that time.

Due to the extensive background and experience of the Endurance management team in the target industries, Endurance was aware of potentially hundreds of companies from a wide range of industry segments within the Space-based technology area, including semiconductor and satellite private companies ranging from pre-revenue companies to those with significant existing revenue streams, that could be what Endurance believed to be attractive investment opportunities. Endurance put together an initial target list of 25 companies that represented the most attractive opportunities in Endurance’s judgment and which Endurance would pursue to discuss the potential for a business combination transaction due to many or all having the following characteristics: attractive long-term growth potential, being well-positioned within

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their industry, an experienced management team, potential benefits from being a public company such as access to a broader source of capital and greater visibility, and potential benefits from the substantial operational experience and network of strategic relationships of Endurance’s management team. SatixFy was one of the companies at the top of that list due to work, not relating to activities of Endurance, that members of Endurance’s management team had done, or were currently doing in the industry in the ordinary course of business. In particular, Endurance believed SatixFy had a strong management team, a high margin growth business with compelling intellectual property and was positioned, in Endurance’s view, as the only technology company that could serve as a key enabler of the satellite communications systems currently under development in the market. In total, Endurance had substantive discussions with 22 of those companies (including SatixFy) with respect to potential business combinations and discussed potential valuations and structures. Endurance entered into customary Non-Disclosure Agreements (“NDAs”)’s with three companies, a regional GEO satellite orbit satellite operator (“Company A”), a satellite communications provider (“Company B”) and SatixFy.

Mr. Davis and Dr. Shaw first became aware of SatixFy in 2017 through their role with ArgoSat Consulting LLC (“ArgoSat”) while working with a Fortune 500 media company on negotiations with one of the world’s largest satellite fleet operators as a potential ground system solution for their fleet of non-GEO satellites. Over the next couple of years, such management members included SatixFy in client reports as being one of the leading ground system solution providers for non-GEO satellites. In 2019, as part of such management members work as Lenders’ Technical Advisor to a large LEO constellation, they were reintroduced to SatixFy as a technology solution that had been identified for their client’s system. In 2020, SatixFy announced the tape-out, successful testing and commercial availability of their SX-3099 chip, at which point they were selected to be the baseline solution for that operator’s ground systems.

On August 31, 2021, SatixFy entered into an engagement letter with Barclays Capital Inc. (“Barclays”) pursuant to which SatixFy engaged Barclays to provide, among other services, financial and capital markets advice on, and help negotiate, various different capital raise and corporate finance transactions, including potentially a business combination in which SatixFy and/or its subsidiaries would merge with or into another company or a special purpose acquisition vehicle or an affiliate thereof and which would constitute the “initial business combination” of the special purpose acquisition vehicle.

On September 1, 2021, ArgoSat was contacted by Barclays, financial advisor to SatixFy, to inquire as to whether ArgoSat could help SatixFy in their capital raising process. ArgoSat signed an NDA with SatixFy on September 7, 2021 and had an initial meeting with them on September 8, 2021 to understand SatixFy’s capital needs, goals and timelines. No additional diligence was conducted by ArgoSat during these conversations nor were there any discussions on valuation of SatixFy or about a potential business combination with Endurance. This potential engagement with ArgoSat is part of its ordinary business activities including a working relationship with Barclays. On September 16, 2021, after the Endurance IPO, ArgoSat discontinued these discussions as Endurance identified SatixFy as a potential business combination partner and after SatixFy indicated on such date that they would be interested in having further discussions about a potential business combination with Endurance. Endurance determined that SatixFy was an attractive business combination partner due to Endurance’s belief that SatixFy had a strong management team, a high margin growth business with compelling intellectual property and was positioned, in Endurance’s view, as the only technology company that could serve as a key enabler of the satellite communications systems currently under development in the market.

On September 17, 2021, Endurance signed a customary NDA with SatixFy and SatixFy began providing preliminary confidential information to Endurance regarding SatixFy and its business operations, including information pertaining to SatixFy’s chip technology and market demand. Between September 20, 2021 and December 21, 2021, Endurance and its advisors conducted business, technical, legal and financial diligence with respect to SatixFy and researched SatixFy’s industry and outlook.

Beginning on September 20, 2021 through October 27, 2021, at least twice weekly meetings via teleconference or video conferences were held among members of the Endurance team including Richard Davis (Director and Chief Executive Officer), Graeme Shaw (Chief Technical Officer), Romeo Reyes (Chief Financial Officer), and Chandra Patel (Chairman of the Board) in order to discuss matters relating to Endurance’s initial business combination. Initially, such meetings were intended to allow the Endurance team to provide updates regarding the status of the evaluation of, and outreach to, potential business

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combination targets. Those meetings continued after October 27, 2021, during which the Endurance team provided updates regarding the status of the potential business combination transaction with SatixFy, including with respect to the due diligence review being conducted by the Endurance management team and Endurance’s advisors, the negotiation of potential business combination terms and definitive transaction documents, the status of the PIPE Financing, and other related matters.

Beginning on September 20, 2021, discussions between Messrs. Patel, Davis, Reyes and Dr. Shaw of Endurance, Yoel Gat, the Chief Executive Officer of SatixFy, and Yoav Leibovitch, the Chief Financial Officer of SatixFy, and their respective advisors occurred through multiple phone conversations, video conferences and email exchanges with respect to the merits of a possible business combination, including potential valuations and potential transaction structures. On September 22, 2021, there was an introductory diligence meeting between Endurance management, Barclays and Mr. Leibovitch. From September 22, 2021 to October 27, 2021 (the date a non-binding (other than exclusivity) letter of intent (“LOI”) between Endurance and SatixFy was signed), Messrs. Patel, Davis, Reyes and Dr. Shaw of Endurance, Messrs. Gat and Leibovitch of SatixFy and their respective advisors had many virtual meetings, telephone conversations and email exchanges to discuss SatixFy’s business and operations, including its products, the competitive environment in which SatixFy operates its capital structure, certain financial aspects of its business and growth opportunities. They also discussed potential structures for a business combination. As these discussions progressed, both parties agreed that a business combination between Endurance and SatixFy was intriguing and the parties further explored the possibility of a potential business combination transaction.

From September 20, 2021 through October 27, 2021, Endurance and its advisors conducted preliminary business, technical, financial and legal due diligence with respect to SatixFy and researched SatixFy’s industry, customers and outlook.

On September 25, 2021, representatives of SatixFy emailed an initial draft of a non-binding LOI to Messrs. Patel, Davis, Reyes and Dr. Shaw of Endurance which assumed, consistent with Endurance management’s preliminary analysis of projected financial results of SatixFy and subject to further due diligence, an initial pre-money equity valuation of $985.0 million, pro forma enterprise value of $1.0895 billion and a pro forma equity value of $1.322 billion. The LOI also contemplated a PIPE Financing of $50.0 million as well as issuance of approximately 20.0 million Price Adjustment Shares to SatixFy’s founders, which additional Price Adjustment Shares will vest in three equal tranches based on the achievement of pre-determined share price milestones prior to the tenth anniversary of the Closing, which number of additional shares and share milestones were proposed by SatixFy, with the advice of its financial advisors, based on the valuation of SatixFy in the transaction and comparable de-SPAC precedent transactions involving similar arrangements reviewed by SatixFy and its financial advisors. The Price Adjustment Shares were proposed by SatixFy to be issued to SatixFy’s founders, with associated voting rights upon closing, to reflect a potential higher valuation that SatixFy’s founders required in order to agree to the business combination such that the SatixFy founders’ shareholding percentage would increase to offset potential dilution from the business combination described herein if SatixFy’s ordinary shares appreciated in value to the share milestones specified by the Price Adjustment Shares. The LOI also contemplated subjecting up to 40% of the founder shares of the Sponsor to vesting or forfeiture provisions based on amounts related to cash raised from the Trust Account after giving effect to redemptions, a minimum cash condition to SatixFy’s obligations to consummate the transaction of at least $100 million raised in the PIPE Financing or from the Trust Account (after giving effect to redemptions and expected transaction expenses) and an exclusivity period subject to a number of exceptions around SatixFy raising capital outside of the PIPE Financing. SatixFy was concerned that the business combination process would take many months and that SatixFy required capital sooner to continue its business plan and operations. The LOI was provided as a framework for preliminary discussions regarding specific terms of a potential business combination transaction and contemplated that the parties would agree to binding exclusivity from the execution of the LOI.

On September 27, 2021, Endurance signed an NDA with Company A, which is a regional GEO satellite orbit satellite operator. Between October 1, 2021 and October 27, 2021, Endurance conducted business, financial and technical diligence, engaged in diligence calls with Company A management to discuss Company A’s business outlook and strategy as well as its capital structure. Further discussions were terminated as Company A did not meet Endurance’s criteria for a business combination at such time.

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Discussions continued between the parties on the draft LOI including which entity should survive, pre-money equity valuations, and pre- and post-money enterprise valuations, the minimum cash condition and terms of a PIPE Financing, exclusivity terms and what ability SatixFy would retain to raise capital independent of the PIPE Financing. On September 28, 2021, the full Board of Endurance met by video conference and among the topics discussed was a potential transaction with and the entering into exclusivity with SatixFy. Messrs. Davis, Reyes and Dr. Shaw discussed with the Board the preliminary terms set forth in the LOI, their initial view as to valuation, what work streams would be conducted to get to a potential execution of the LOI including diligence and analysis to be conducted and information on SatixFy’s business, products and markets.

On September 29, 2021, representatives of Endurance sent to SatixFy a revised LOI draft, which contained revised terms including, among other proposals, a pre-money equity valuation of $985.0 million, pro forma enterprise value of $1.0515 billion and a pro forma equity value of $1.285 billion, a minimum cash condition to Endurance’s obligations to consummate the transaction of at least $130 million of net cash raised in the PIPE Financing or from the Trust Account (after giving effect to redemptions), a revised minimum cash condition to SatixFy’s obligations to consummate the transaction of at least $100 million of net cash raise in the PIPE Financing or from the Trust Account (after giving effect to redemptions), that the Price Adjustment Shares to be issued to SatixFy’s founders and to vest upon achievement of pre-determined share price milestones would have to vest, if they vest at all, prior to the fifth anniversary of the Closing, changes to the amount of Sponsor shares subjected to vesting and the terms of the vesting for the Sponsor shares that would be subject to vesting requirements, the appointment of a director to SatixFy’s board by Endurance, exclusivity terms and the ability for SatixFy to raise additional capital outside of the PIPE Financing. Over the next week, various members, including Messrs. Patel, Davis, Reyes and Dr. Shaw of Endurance, Messrs. Gat and Leibovitch of SatixFy, representatives of Morrison & Foerster LLP (“Morrison & Foerster”), outside counsel to Endurance, representatives of Barclays, and Davis Polk & Wardwell LLP (“Davis Polk”), outside counsel to SatixFy engaged in virtual meetings, calls and email exchanges to discuss the terms of the LOI, including valuation, the minimum cash condition, PIPE Financing terms, whether and on what terms an interim financing by SatixFy could occur, the term of Price Adjustment Shares to be issued to SatixFy’s founders and to vest upon achievement of pre-determined share price milestones as a means to agreement on valuation and terms of vesting that might apply to a portion of the Sponsor shares. Specifically, on September 30, 2021, representatives of Morrison & Foerster had a virtual meeting with representatives of Barclays and Davis Polk to discuss the structure and those identified transaction terms. On October 5, 2021, various representatives of the parties including, Messrs. Davis and Reyes of Endurance, Messrs. Gat and Leibovitch of SatixFy, Morrison & Foerster, Barclays and Davis Polk held a virtual meeting at which the transaction structure, minimum cash condition, PIPE Financing, exclusivity, ability of SatixFy to continue to seek to raise capital outside of the exclusivity, Price Adjustment Shares and Sponsor vesting shares were discussed.

On October 7, 2021, representatives of SatixFy sent to Endurance a revised draft of the LOI, which contained revised terms including, among other proposals, that the Price Adjustment Shares to be issued to SatixFy’s founders and to vest upon achievement of pre-determined share price milestones would have to vest, if they vest at all, prior to the eighth anniversary of the Closing, revising the duration of the proposed lock-up on the SatixFy equityholders and the Sponsor from twelve months to six months, revising the minimum cash condition to Endurance’s obligations to consummate the transactions to be deemed to be satisfied in the event that SatixFy elects to convert certain forfeited Sponsor shares into additional Sponsor earnout shares, reducing the duration of the exclusivity commitment from sixty days to thirty days and revising the ability of SatixFy to continue to seek to raise capital outside of the exclusivity. Various conversations and email exchanges among Messrs. Davis, Reyes and Dr. Shaw of Endurance, Messrs. Gat and Leibovitch of SatixFy, Morrison & Foerster, Davis Polk and Barclays took place regarding the valuation, minimum cash condition, PIPE Financing, exclusivity, ability of SatixFy to continue to seek to raise capital outside of the exclusivity and Sponsor vesting shares. On October 10, 2021, representatives of Endurance sent a revised LOI to SatixFy with modified terms around the minimum cash position and how this condition would trigger termination rights and the vesting requirements of up to 40% of the founder shares. Various conversations and email exchanges among Messrs. Davis, Reyes and Dr. Shaw of Endurance, Messrs. Gat and Leibovitch of SatixFy, Morrison & Foerster, Davis Polk and Barclays and their respective representatives took place between October 10, 2021 and October 21, 2021 regarding the valuation, minimum cash condition, PIPE Financing, exclusivity, ability of SatixFy to continue to seek to raise capital outside of the exclusivity,

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Price Adjustment Shares and Sponsor vesting shares. During these negotiations, Endurance continued to apprise the Board regularly of any material developments regarding the negotiations with SatixFy and material matters relating to diligence.

On October 13, 2021, Endurance began discussions with Francisco Partners (“Francisco”) about providing financing to SatixFy prior to the closing of a Business Combination. Mr. Davis introduced representatives of SatixFy to representatives of Francisco. The management of Endurance had worked with the principals at Francisco for decades, and had recently supported them in diligence for a financing they were in the process of arranging for another space industry business combination. On October 19, 2021, Endurance, Francisco and SatixFy had an initial discussion about Francisco providing financing to SatixFy in advance of a Business Combination. It was agreed that Francisco would enter into a Non-Disclosure Agreement and begin diligence on SatixFy. Francisco agreed, subject to diligence, to provide $55 million of financing pre-closing of the Business Combination, as well as potentially up to $25 million of additional financing at the time of the closing of the Business Combination.

On October 15, 2021, Endurance received a form NDA from Company B, which is a satellite communications provider. On October 26, 2021, Endurance entered into the NDA with Company B. Further discussions with Company B were terminated based on Endurance’s decision to move forward with SatixFy on October 27, 2021.

On October 21, 2021, representatives of Endurance sent a further revised LOI to SatixFy modifying the ability of SatixFy to continue to seek to raise capital outside of the exclusivity. Various conversations and email exchanges among the parties and their respective representatives took place between October 21, 2021 and October 27, 2021 regarding the valuation, minimum cash condition, PIPE Financing, exclusivity, ability of SatixFy to continue to seek to raise capital outside of the exclusivity and Sponsor vesting shares (changing from shares being forfeited to being subject to vesting requirements).

On October 27, 2021, Endurance held a meeting with its Board of Directors, with all directors in attendance, to approve the signing of the LOI for a Business Combination with SatixFy. Endurance and Morrison & Foerster went through the results of its business and legal diligence to date and the material terms of the LOI (described below). The signing was unanimously approved and on October 27, 2021, Endurance entered into the LOI with SatixFy. The LOI provided for (among other things):

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A pre-money equity valuation of $985 million, pro forma enterprise value of $1.0515 billion and a pro forma equity value of $1.285 billion.

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Issuance of 20.0 million Price Adjustment Shares to SatixFy’s founders, which additional shares would vest in three equal tranches if the closing price of the Company’s listed shares equals or exceeds $12.50, $14.00 and $15.50, respectively, (adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) in each case for any seven (7) trading days within any 30 consecutive trading day period commencing at least 150 days after the Closing and ending no later than the eighth (8th) anniversary of the Closing, which number of Price Adjustment Shares and share milestones were agreed by the parties, with the advice of their respective financial advisors, based on the valuation of SatixFy in the transaction and comparable de-SPAC precedent transactions involving similar arrangements reviewed by the parties and their respective financial advisors. The Price Adjustment Shares were proposed by SatixFy to be issued to SatixFy’s founders, with associated voting rights upon closing, to reflect a potential higher valuation that SatixFy’s founders required in order to agree to the business combination such that the SatixFy founders’ shareholding percentage would increase to offset potential dilution from the business combination described herein if SatixFy’s ordinary shares appreciated in value to the share milestones specified by the Price Adjustment Shares.

•

An Earn-out for the Sponsors Founders Shares and Private Placement Warrants of up 10% of such interests if the minimum net cash amount at closing is between $130 million and $100 million, and an additional 30% of such interests if the minimum net cash amount at closing raised in the PIPE Financing or from the Trust Account (after giving effect to redemptions and net of transaction expenses) is below $100 million.

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A minimum cash condition to SatixFy’s obligations to consummate the transactions of $100 million (after payment of transaction expenses for both parties).

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•

The Board of Directors would consist of at least one member designated by Endurance.

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A lock-up on the SatixFy Ordinary Shares held following the Closing by the current SatixFy shareholders.

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Thirty days of exclusivity (which would be automatically extended by 15 days if the parties are working in good faith to execute definitive agreements) during which both parties were restricted from having any conversations with a counterparty regarding a business combination. Importantly, this provision allowed the Company to have conversations with private investors about a private capital raise as long as it was not a Competing Transaction.

On October 27, 2021, representatives of SatixFy provided representatives of Endurance and its outside legal counsel with access to further information in the online data room for purposes of conducting further due diligence review of SatixFy. Between October 27, 2021 and March 6, 2022, representatives of Endurance (with the assistance of representatives of Truist Securities), Morrison & Foerster, Meitar and Cantor conducted further business, technical, financial, operational and legal due diligence based on information made available in the data room and through due diligence calls with representatives of SatixFy.

On November 3, 2021 SatixFy and Endurance agreed to appoint Cantor as placement agent for the PIPE Financing, and Cantor sent a draft engagement letter. Between November 3, 2021 and December 3, 2021, representatives of SatixFy, Endurance and Cantor negotiated the terms of engagement letter which was signed on December 3, 2021. Cantor served as an underwriter for Endurance’s IPO. At that time, Barclays expected to act only as SatixFy’s advisor, and not participate in finding sources of capital for the PIPE Financing.

On November 5, 2021, Endurance engaged Truist Securities, Inc. (“Truist Securities”) to provide certain financial advisory services in connection with the potential transaction, including assisting with Endurance’s preparation of a financial model and helping negotiate the transaction. As a part of the financial advisory services in connection with the potential transaction, Truist Securities assisted with a financial and valuation benchmarking analysis, which included benchmarking the historical financial results and financial projections of SatixFy against nine comparable publicly-traded companies. See “— Endurance’s Board of Directors’ Reasons for the Business Combination and The Recommendation of the Board of Directors” for more information about the financial and valuation benchmarking analysis. Truist Securities sent to Endurance an initial engagement letter draft on November 17, 2021. Between November 17, 2021 and December 1, 2021, representatives of Endurance and Truist Securities negotiated the terms of the engagement letter which was signed on December 1, 2021. Truist Securities served as an underwriter for the Endurance IPO.

On November 12, 2021, a representative of Francisco and Mr. Leibovitch of SatixFy had an initial discussion about the terms of a $55 million debt financing to be consummated pre-closing of the Business Combination. On November 13, 2021, Francisco sent to SatixFy an initial term sheet presenting the potential terms for the Debt Financing, including fees, interest rate, OID terms, call protection, financial covenants, maturity, prepayment, collateral, rights to an equity grant and other standard terms (the “Initial Francisco Term Sheet”).

On November 19, 2021, Endurance engaged the services of Meitar Law Offices (“Meitar”), as Israeli outside counsel and Appleby (“Appleby”), as Cayman outside counsel.

On November 13, 2021, Barclays sent to the Working Group an initial draft of the investor presentation for investors in the PIPE Financing. Between this date and December 3, 2021, when the presentation was sent to potential investors, multiple drafts of the presentation were distributed reflecting comments from, and conversations and meetings among, the Working Group. For purposes hereof, the term “Working Group” shall mean representatives of SatixFy, Barclays, Davis Polk, Gross & Co. (“Gross”), Endurance, Morrison & Foerster, Cantor, Truist, Meitar and Appleby, as applicable.

On November 16, 2021, following unanimous approval of Endurance’s Board of Directors, Endurance and SatixFy entered into an extension of the LOI exclusivity for another 30 days.

On November 21, 2021, Barclays sent to the Working Group a draft of the wall cross script for potential investors in the PIPE Financing. The Working Group had several conversations and several drafts were exchanged before such script was finalized on November 22, 2021.

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On November 22, 2021, Barclays and Cantor began selectively engaging with major institutional investors, in particular firms that had previously had constructive interactions with SatixFy, that could potentially act as anchor investors in the PIPE Financing. On November 27, 2021, Barclays shared with the Working Group a term sheet from an institutional investor that would act as an anchor investor in the PIPE Financing containing the terms on which they would be willing to invest in the PIPE Financing, including a price of $10 per unit consisting of one ordinary share of SatixFy and one-half of a warrant to purchase one ordinary share of SatixFy based on a pre-money equity valuation of $850 million, which was lower than the $985.0 million pre-money equity valuation provided for in the LOI, a description of certain downside protections on post-Closing trading of the ordinary shares consisting of the creation of an escrow of up to 4.04 million ordinary shares to be provided by the existing shareholders of SatixFy and by the Sponsor that would be released on a linear interpolation basis if the post-Closing shares of SatixFy traded below $10 per share, down to a floor of $6.50 per share over a measurement period. Representatives of Endurance, SatixFy, Barclays and Cantor negotiated these terms with such investor, and representatives of Endurance, Truist Securities and SatixFy negotiated these terms as between Endurance and SatixFy. On
December 3, 2021, SatixFy and Endurance agreed to such reduced valuation and to provide downside protection consisting of 4.04 million ordinary shares (the “PIPE Escrow Shares”) based on a PIPE Financing of $75.0 million with existing shareholders of SatixFy providing approximately 3.0 million PIPE Escrow Shares and the Sponsor providing approximately 1.0 million PIPE Escrow Shares. As part of these discussions and in exchange for agreeing to these terms, the Price Adjustment Shares were increased from 20.0 million Price Adjustment Shares to 25 million Price Adjustment Shares with (x) 24.5 million shares to be allocated to SatixFy’s founders in order to reflect a potential higher valuation that SatixFy’s founders required in order to agree to the foregoing revisions such that the SatixFy founders’ shareholding percentage in the company would increase to offset potential dilution from the business combination described herein if SatixFy’s ordinary shares appreciated in value to the share milestones specified by the Price Adjustment Shares, and (y) 0.5 million shares to be allocated to the Sponsor in connection with agreeing to provide the PIPE Escrow Shares. Between this date and December 3, 2021, when the presentation was sent to potential investors, multiple drafts of the presentation were distributed reflecting comments from, and conversations and meetings among, the Working Group to reflect these revised terms.

In December 2021, SatixFy agreed to appoint Barclays as placement agent for the PIPE Financing, and, following the negotiation of the terms of the engagement letter, SatixFy entered into an engagement letter with Barclays in respect of the PIPE Financing on December 12, 2021. On January 18, 2022, following further discussion and negotiation, SatixFy and Barclays agreed to amend the existing engagement letter in respect of the PIPE Financing in order to add Endurance as a party thereto.

On December 2, 2021, the placement agents began to wall-cross other potential investors and distribute the PIPE Financing presentation. Between December 7, 2021 and March 6, 2022, the placement agents, Endurance and SatixFy had over 30 virtual meetings and phone conversations with potential investors. Davis Polk and Morrison & Foerster subsequently exchanged drafts of the form of Subscription Agreement to be used in the PIPE Financing. In mid-December, Barclays and Cantor made such agreement available to prospective investors and negotiated the terms of such agreement with prospective investors.

On December 12, 2021, Morrison & Foerster circulated an initial draft Business Combination Agreement to Davis Polk, which reflected the terms of the LOI. Until March 6, 2022, representatives of Morrison & Foerster and Davis Polk, on behalf of Endurance and SatixFy, respectively, exchanged revised drafts of the Business Combination Agreement and the related Ancillary Documents, and engaged in negotiations of such documents and agreements. Over the same period, representatives of Endurance and SatixFy, together with their respective outside legal counsels and financial advisors, as applicable, held numerous conference calls and video meetings and came to agreement on various outstanding terms regarding the potential business combination, including among others: (i) closing conditions including the minimum cash condition, (ii) the definition of Fully-Diluted Company Capitalization and how dilution from options, warrants, equity fees for loans, the PIPE Financing and the Permitted Interim Financing would be calculated, (iii) limitations on SatixFy’s conduct of its business between the date of the Business Combination Agreement and the Closing, including among others the ability of SatixFy to conduct Permitted Interim Financings, to enter into the Backstop Financing and Equity Line of Credit, the ability to issue options including in connection with the hiring a new SatixFy CEO and to enter into new service agreements with executive management of SatixFy, (iv) the overall suite of representations, warranties

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and covenants to be provided by each party under the Business Combination, (v) the terms and conditions of the Price Adjustment Shares and shares to be escrowed as down-side protection for investors in the PIPE Financing, (vi) corporate governance matters, including the appointment of a representative of the Sponsor as a director of SatixFy and which class such representative would be placed in, (vii) the Exchange Ratio and Transaction Consideration as a result of negotiated changes to the valuation, (viii) registration rights and (ix) certain termination rights. For further information related to the final resolution of items (i) through (ix), please see the section entitled “The Business Combination.”

Additionally between December 12, 2021 and March 6, 2022, representatives of Morrison & Foerster and Davis Polk, respectively, circulated drafts of the Ancillary Documents including (i) the Sponsor letter agreement, pursuant to which the Sponsor would agree, among other things, to vote for the Business Combination and Transactions and to a lock-up of its shares and warrants for a period of 180 days following the Closing, (ii) the SatixFy transaction support agreements of existing shareholders and equity holders of SatixFy representing the required approvals for the various approvals of the holders of each of the ordinary shares and preferred shares of SatixFy, respectively, and of three preferred holders that hold individual approval rights for the Business Combination and the Transactions, (iii) the amended and restated shareholders agreement which provides for, among other things, registration rights for the holders thereof (existing shareholders and equity holders of SatixFy, the Sponsor and related parties, the directors and advisors to Endurance and Cantor) and for a lockup of such holders’ shares and warrants for a period of 180 days following the Closing, (iv) the disclosure schedules to the Business Combination Agreement for each of Endurance and SatixFy, (v) the amended and restated registration rights agreement of Endurance effectively making the holders of such agreement holders under the amended and restated shareholders’ agreement, (vi) the merger agreement between Endurance, SatixFy and SatixFy MS, the merger subsidiary of SatixFy, (vii) the warrant assumption agreement whereby SatixFy will assume the outstanding warrants of Endurance at Closing, (viii) the PIPE Warrant Agreement providing for the terms of the warrants to be issued to the investors in the PIPE Financing and their related registration rights agreements and (ix) the amended and restated articles of association for SatixFy following the Closing. See the section entitled “The Business Combination.” Over the same period, representatives of Endurance and SatixFy together with, as applicable, their respective outside legal counsels and financial advisors, held numerous conference calls and video meetings and came to agreement on various outstanding terms regarding the potential business combination including, among others, the items detailed in the prior paragraph.

On December 14, 2021, following various conversations and email exchanges among Mr. Leibovitch of SatixFy, a representative of Francisco and Davis Polk regarding the Initial Francisco Term Sheet and the terms of the Debt Financing, Francisco sent to SatixFy an updated term sheet presenting updated terms of the Debt Financing, subject to ongoing due diligence of Francisco. From December 14, 2021 to
December 31, 2021, representatives of SatixFy provided representatives of Francisco and its outside legal counsel with access to further information in the online data room for purposes of conducting further due diligence review of SatixFy.

Also on December 14, 2021, Endurance’s CTO (Dr. Graeme Shaw) attended the Detail Design Review (DDR) for the “PL3099” experimental satellite payload that SatixFy and OneWeb plan to launch on the OneWeb satellite platform in the summer 2022. This all-day design review was held for the benefit of the European Space Agency, who have funded the mission. The PL3099 satellite payload incorporates prototype versions of all of the key features of SatixFy’s advanced payload design, including the electronically steerable antenna and on-board processor. Dr. Shaw was invited to attend by the SatixFy and OneWeb project teams, who are familiar with his experience in technical diligence roles and have worked with him on prior projects. The payload design passed the gate to move forward toward the hardware integration phase.

On January 4, 2022, Latham & Watkins LLP (“Latham”), as legal advisors to Francisco, circulated an initial draft credit agreement to Davis Polk. Between January 4, 2022 and February 1, 2022, representatives of Francisco and SatixFy negotiated the terms of the credit facility and certain related agreements.

On December 22, 2021, following unanimous approval of Endurance’s Board of Directors, Endurance and SatixFy entered into a second extension of the LOI exclusivity through January 24, 2022.

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On January 12, 2022, Cantor sent Endurance a term sheet regarding the Equity Line of Credit of up to $150 million such that SatixFy would be able to issue common equity to an affiliate of Cantor at SatixFy’s option. In addition, Cantor indicated it was willing to invest $10 million in the PIPE Financing on the same terms and conditions as were being offered to the investors. At that point, Antarctica Capital, an affiliate of the Sponsor, also agreed to participate for $10 million in the PIPE Financing under the same terms.

On January 14, 2022, Cantor sent a revised term sheet for the Equity Line of Credit. Between
January 14, 2022 and February 1, 2022, representatives of King and Spalding LLP (“King and Spalding”), counsel to Cantor for the Equity Line of Credit, Davis Polk and Morrison & Foerster exchanged drafts and negotiated the term sheet. On February 2, 2022, Cantor and SatixFy generally agreed upon the term sheet.

On January 24, 2022, Endurance and SatixFy agreed via e-mail to exercise the additional fifteen day exclusivity extension in the LOI through February 8, 2022.

On January 28, 2022, representatives of Barclays notified the Working Group that the potential anchor investor for the PIPE Financing had indicated it would not participate due to market conditions. At this point Endurance believed that, because of market conditions it was likely that the PIPE Financing would be less than the $50 million anticipated in the original LOI. However, given the capital needs of the Company, the Debt Financing, the potential Backstop Financing, the $20 million in indicated interest from Antarctica Capital and Cantor, and the Equity Line of Credit, it was determined that even with significant redemptions SatixFy would raise sufficient capital to close the Business Combination.

On February 1, 2022, SatixFy entered into the 2022 Credit Agreement and related agreements in connection with the Debt Financing with Francisco pursuant to which Francisco would provide $55 million which SatixFy would use to pay off existing debt as well as for general corporate purposes. The 2022 Credit Agreement provides that SatixFy may enter into the Business Combination with Endurance (the “Qualifying SPAC Transaction”), provided, among other things, that the minimum cash condition for the Qualifying SPAC Transaction be no more than $115 million (inclusive of the cash borrowed under the 2022 Credit Agreement). Following the disclosure of this to Endurance, it was agreed that the minimum cash condition in the BCA would mirror this provision. In connection with the Debt Financing, SatixFy and Francisco entered into an Equity Grant Agreement pursuant to which, among other things, Francisco was issued, on February 1, 2022, 808,907 SatixFy Ordinary Shares (before giving effect to the Pre-Closing Recapitalization).

On February 7, 2022, following unanimous approval of Endurance’s Board of Directors, Endurance and SatixFy entered into another extension of the LOI exclusivity through February 23, 2022.

In early February of 2022, based on potential timing issues in connection with the production of SatixFy’s chips due to global supply-chain issues affecting major global chip suppliers, feedback from potential investors in the PIPE Financing and general market conditions, Messrs. Davis, Reyes and
Dr. Shaw of Endurance, Messrs. Gat and Leibovitch of SatixFy over the course of several meetings and conversations decided to (i) decrease the pre-money equity valuation of SatixFy to $600 million,
(ii) increase the Price Adjustment Shares from 25 million shares to 27.5 million shares in order to reflect a potential higher valuation that SatixFy’s founders required in order to agree to the foregoing revisions such that the SatixFy founders’ shareholding percentage in the company would increase to offset potential dilution from the business combination described herein if SatixFy’s ordinary shares appreciated in value to the share milestones specified by the Price Adjustment Shares, (iii) modify the definition of Aggregate Transaction Proceeds to be consistent with the Credit Agreement and (iv) reduce the projected amount to be raised in the PIPE Financing to $30.0 million. In addition, representatives of SatixFy and Endurance had discussions with each of Barclays (with respect to their engagement as financial advisor to SatixFy and their engagement as PIPE Financing placement agent to SatixFy and Endurance), Cantor (with respect to the deferred underwriting fees due to them pursuant to the IPO underwriting agreement and their engagement as PIPE Financing placement agent to SatixFy and Endurance) and Truist Securities (with respect to deferred underwriting fees due to them pursuant to the IPO underwriting agreement and their engagement as financial advisor to Endurance) to negotiate fee reductions which were negotiated over the next several weeks through a series of side letters which were executed concurrently with the Business Combination Agreement. Further, over the following week, representatives of SatixFy and Endurance further agreed to the following

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changes: (i) a reduction of the pre-money equity valuation to $500.0 million, (ii) the definition of fully-diluted under the BCA with respect to how unvested SatixFy options and SatixFy warrants would be treated, (iii) further changes to the definition of Aggregate Transaction Proceeds clarifying the Debt Financing, the Backstop Financing (if the Backstop Financing is consummated at or prior to the Effective Time), Permitted Interim Financings (to the extent consummated at or prior to the Effective Time) and $37.5 million of the Equity Facility which will be included in the calculation of this amount, (iv) changed the range of Aggregate Transaction Proceeds applied to determine which portion of the Sponsor Interests would be deemed to be Unvested Sponsor Interests to Aggregate Transaction Proceeds equal to or greater than $115 million but less than $145 million as well as conforming changes to the definition of Aggregate Transaction Proceeds used to determine these thresholds and (v) certain changes to the compensation of the executive officers of SatixFy following the Closing.

On February 14, 2022, following the foregoing modifications to the terms of the Business Combination, SatixFy held both a meeting of its board of directors and its shareholders at which representatives of SatixFy’s management, together with representatives of Davis Polk were in attendance. At the meeting, the board of directors of SatixFy was provided with a detailed overview of the Business Combination (including the potential benefits and risks related thereto) and the key terms of the definitive documentation related there by representatives of SatixFy’s management and Davis Polk, and the board of directors of SatixFy then unanimously adopted, among other things, (i) resolutions approving and authorizing the form, terms and provisions of the then-current draft of the Business Combination Agreement, including all exhibits and schedules attached thereto, including the Amended and Restated Shareholders’ Agreement and the SatixFy Transaction Support Agreements, and the transactions contemplated thereby and (ii) recommending to SatixFy’s shareholders that they approve and adopt the Business Combination Agreement and approve the Business Combination. Following the meeting of the board of directors of SatixFy, a meeting of SatixFy’s shareholders was held pursuant to which the shareholders of SatixFy were asked to review and approve, among other things, (i) certain technical modifications to SatixFy’s organizational documents in order to facilitate the consummation of the Business Combination and (ii) the issuance of the Price Adjustment Shares in connection with the transactions contemplated by the Business Combination Agreement. The shareholders duly approved and adopted resolutions to approve such matters.

On February 15, 2022, representatives of Barclays and Cantor reached out to each potential investor of the PIPE Financing to extend the date upon which SatixFy and Endurance are required to cleanse any material non-public information shared with such investors from February 15, 2022 to March 15, 2022. On
February 15, 2022, representatives of Cantor, Barclays and Truist Securities began to update the PIPE Investor Presentation to take into account the revised valuation of SatixFy. On February 22, 2022, representatives of Barclays sent a revised PIPE Investor Presentation to the Working Group. Between then and February 24, 2022 there were many conversations and meetings discussing the presentation. On February 24, 2022, representatives of Barclays and Cantor distributed the updated presentation to potential investors in the PIPE Financing.

On February 22, 2022, Cantor, SatixFy, King and Spalding, Davis Polk, Endurance and Morrison & Foerster had a telephonic conference to discuss the terms of the purchase agreement and registration rights agreement for the Equity Line of Credit and the due diligence that would be required by Cantor. Thereafter King and Spalding began drafting the purchase agreement and registration rights agreement for the Equity Line of Credit. On February 25, King and Spalding circulated to Davis Polk an initial draft of the purchase agreement and registration rights agreement for the Equity Line of Credit. From February 25, 2022 until March 6, 2022, representatives of King and Spalding and Davis Polk, on behalf of Cantor and SatixFy, respectively, exchanged revised drafts of the purchase agreement and registration rights agreement for the Equity Line of Credit, and engaged in negotiations of such documents and agreements. Over the same period, representatives of Cantor and SatixFy, together with their respective outside legal counsels and financial advisors, as applicable, held numerous conference calls and video meetings and came to agreement on various outstanding terms regarding the Equity Line of Credit.

On February 23, 2022, Endurance and SatixFy agreed via e-mail to exercise the additional fifteen day exclusivity extension in the LOI through March 10, 2022.

On March 4, 2022, a special meeting of the Endurance Board was held. All Endurance directors attended the meeting. At the invitation of the Board, representatives of Endurance’s management, together

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with representatives of Morrison & Foerster, Appleby and Truist Securities were in attendance. At the meeting, Appleby advised the Board regarding the director’s fiduciary duties under Cayman Islands law, and the Board was provided with a detailed overview of the Business Combination (including the potential benefits and risks related thereto) and the key terms of the definitive documentation related there by representatives of Endurance’s management and Morrison & Foerster. Based on the factors cited in “— Endurance’s Board of Directors’ Reasons for the Business Combination and The Recommendation of the Board of Directors” the Board then unanimously adopted, among other things, resolutions (i) determining that the form, terms and provisions of the Business Combination Agreement, including all exhibits and schedules attached thereto, including the Sponsor Letter Agreement and the SatixFy Transaction Support Agreements, are in the best interests of Endurance, (ii) adopting and approving the Business Combination Agreement and the Transactions (including the Business Combination), (iii) recommending to Endurance’s shareholders that they approve and adopt the Business Combination Agreement, the Sponsor Letter Agreement and the SatixFy Transaction Support Agreements and approve the Business Combination and the other matters proposed in this proxy statement/prospectus, and (iv) determine that the foregoing be submitted for consideration by Endurance’s shareholders at the Extraordinary General Meeting.

Between March 4, 2022 and March 7, 2022, representatives of Cantor and Sensegain, severally, negotiated the terms of the PIPE Financing with representatives of SatixFy and Endurance. On March 7, 2022 the prospective investors that had chosen to participate in the PIPE Financing, including Sensegain and affiliates of each of the Sponsor and Cantor, indicated their final subscription amounts totaling $29.1 million in the aggregate and delivered executed Subscription Agreements and PIPE Registration Rights Agreements.

On March 8, 2022, the parties entered into the Business Combination Agreement and certain Ancillary Documents, including the Sponsor Letter Agreement and the SatixFy Transaction Support Agreements and SatixFy and certain shareholders entered into definitive documentation with respect to (i) the PIPE Financing, which provides for binding subscriptions to purchase an aggregate of 2.91 million units of SatixFy consisting of one ordinary share of SatixFy and one-half of one redeemable warrant of SatixFy at an exercise price of $11.50 having terms substantially the same as the Endurance Warrants and (ii) the purchase agreement between an affiliate Cantor and SatixFy with respect to the $75.0 million Equity Line of Credit.

On March 8, 2022, SatixFy and Endurance issued a press release announcing the execution of the Business Combination Agreement and Endurance filed a Current Report on Form 8-K with an investor presentation providing information on SatixFy and a summary of certain key terms of the Business Combination and other Ancillary Documents.

On June 13, 2022, Endurance filed a Form 8-K announcing that the Business Combination Agreement, by Amendment No. 1 to the Business Combination Agreement, dated as of June 13, 2022 (the “First BCA Amendment”), and the Sponsor Letter Agreement have been amended. The Business Combination Agreement was amended to (i) change the earliest date upon which VWAP measurements may be taken for vesting of the Price Adjustment Shares from 150 days after the Closing to 30 days after the date on which the resale registration statement covering the securities issued to the Subscribers of the PIPE Financing is declared effective and (ii) allow for up to $200,000 of Endurance working capital loans to be converted into warrants or other securities. Amendment No. 1 to the Sponsor Letter Agreement, dated as of June 13, 2022 (the “First Sponsor Letter Amendment”), adds language to the effect of Endurance and the Sponsor agreeing to and allowing for up to $200,000 of Endurance working capital loans to be converted into warrants or other securities (derivative or otherwise).

Between July 5, 2022 and August 5, 2022, based on ongoing effects of the Russia-Ukraine armed conflict, adverse developments in the silicon chip supply chain environment, global macroeconomic and financial markets uncertainties and recent business developments, including the termination of discussions of prospective new contracts by two customers and the other factors discussed under “— Unaudited Prospective Financial Information of SatixFy” below, the Company determined the original projections could no longer be relied upon and created new projections. Based on the factors listed above and the new projections, Messrs. Davis, Reyes and Dr. Shaw of Endurance, Messrs. Ripstein and Leibovitch of SatixFy

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over the course of several meetings and conversations decided to, among other changes, (i) decrease the pre-money equity valuation of SatixFy to $350 million, (ii) remove the condition to closing that Aggregate Transaction Proceeds shall be equal to or greater than $115 million and (iii) extend the termination date to November 7, 2022.

On August 5, 2022, a special meeting of the Endurance Board was held. A majority of the Endurance directors attended the meeting. At the invitation of the Board, representatives of Endurance’s management, together with representatives of Morrison & Foerster and Truist Securities were in attendance, and management presented an updated valuation benchmarking analysis, with the assistance of Truist Securities at Endurance management’s request and delivered to Endurance management. The valuation benchmarking analysis had been updated to reflect (i) market prices as of August 1, 2022, (ii) SatixFy’s updated projections and (iii) publicly available consensus research analyst estimates as of August 1, 2022. At the special meeting, the Endurance Board approved the amendment to the Business Combination Agreement, and the two missing directors had prior conversations with Mr. Davis and indicated their approval of the transaction, which was read into the record.

Between August 6, 2022 and August 11, 2022, Mr. Davis of Endurance and Mr. Leibovitch of SatixFy over the course of several meetings and conversations decided to increase the pre-money valuation of SatixFy to $365 million based upon further discussions with the SatixFy management and Board.

On August 11, 2022, the SatixFy Board held a meeting with a majority directors in attendance. Representatives from management, together with representatives from Davis Polk, were in attendence. At the meeting, the SatixFy Board approved the Second BCA Amendment and the Second Sponsor Letter Agreement Amendement.

On August 12, a special meeting of the Endurance Board was held. A majority of the Endurance directors attended the meeting. At the invitation of the Board, representatives of Endurance’s management, together with representatives of Morrison & Foerster were in attendance, and discussed a further updated valuation benchmarking analysis reflecting market prices as of August 10, 2022, with the assistance of Truist Securities at Endurance management’s request and delivered to Endurance management. At the special meeting, the Endurance Board approved the revised amendment to the Business Combination Agreement, and the two missing directors had prior conversations with Mr. Davis and indicated their approval of the transaction, which was read into the record.

On August 23, 2022, Endurance filed a Form 8-K announcing that the Business Combination Agreement, by Amendment No. 2 to the Business Combination Agreement, dated as of August 23, 2022 (the “Second BCA Amendment”), and the Sponsor Letter Agreement have been amended further. The Business Combination Agreement was amended to (i) reduce the equity value of SatixFy to $365 million, (ii) permit the the Price Adjustment Shares may be transferred by an individual pursuant to a testamentary disposition or qualified domestic relations order, (iii) remove the condition to closing that Aggregate Transaction Proceeds shall be equal to or greater than $115 million and (iv)  amend the termination provisions to remove the automatic extension that permitted the parties to extend the termination date to November 7, 2022 in the circumstances provided for therein and amend the termination date to November 7, 2022. Amendment No. 2 to the Sponsor Letter Agreement, dated as of August 23, 2022 (the “Second Sponsor Letter Amendment”), adds language to the effect that the Sponsor will forfeit 800,000 Founder Shares, contingent upon the Closing, and that adjusts the vesting and forfeiture provisions applicable to the Unvested Sponsor Interests.

Endurance’s Board of Directors’ Reasons for the Business Combination and The Recommendation of the Board of Directors

Endurance’s board of directors, in evaluating the Business Combination, consulted with Endurance’s management and financial and legal advisors. In reaching its unanimous resolution (i) that the Business Combination Agreement, the Business Combination and the Transactions contemplated thereby are advisable and in the best interests of Endurance and (ii) to recommend that the shareholders adopt the Business Combination Agreement and approve the Business Combination and the Transactions contemplated thereby, Endurance’s board of directors considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its

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evaluation of the Business Combination Agreement, the Business Combination and the Transactions, Endurance’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Endurance’s board of directors viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Endurance’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data.”

In approving the Business Combination Agreement, the Business Combination and the Transactions, Endurance’s board of directors determined not to obtain a fairness opinion. The officers and directors of Endurance have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background and sector expertise enabled them to make the necessary analyses and determinations regarding the Business Combination Agreement, the Business Combination and the Transactions. In addition, Endurance’s officers and directors have substantial experience with mergers and acquisitions.

In evaluating the Business Combination Agreement, the Business Combination and the Transactions, Endurance’s board of directors consulted with Endurance’s management, financial, legal and capital markets advisors and discussed with Endurance’s management various industry, commercial, operational and financial information of SatixFy. In addition, Endurance’s management, with the assistance of Endurance’s legal, commercial and financial advisors, conducted an extensive financial, operational, industry and legal due diligence review of SatixFy, including the following:

•

participated in multiple meetings with SatixFy’s management team and representatives regarding operations, intellectual property, technical, regulatory compliance and financial prospects, among other customary due diligence matters;

•

reviewed industry-related financial information and consulted with industry experts;

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reviewed SatixFy’s business model and historical audited and unaudited financial statements, among other financial information;

•

reviewed financial projections provided by SatixFy’s management and the assumptions underlying those projections;

•

reviewed SatixFy’s readiness to operate as a publicly-traded company;

•

reviewed SatixFy’s material business contracts and certain other legal and commercial diligence; and

•

reviewed other financial aspects of SatixFy and the Business Combination Agreement, the Business Combination and the Transactions.

Endurance’s board of directors considered a number of factors pertaining to the Business Combination Agreement, the Business Combination and the Transactions as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby and reconfirmed these factors at the time of the Business Combination Agreement amendment, including, but not limited to, the following material factors:

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Large and Growing Market.   The launch of tens of thousands of new Low Earth Orbit broadband satellites, the updating of airplane communications and the roll out of 5G satellite communications over the next few years provides SatixFy the opportunity to grow its business;

•

Strong and Differentiated Product Offering.   SatixFy offers high-quality chips, low-cost user terminals, modems, antennas, satellite payloads and other products, and Endurance management believes SatixFy is the only vertically integrated semiconductor chip company whose technology addresses the entire satellite communications value chain;

•

Vertical Integration.   SatixFy designs its chips, builds its products, codes its software and designs end-to-end systems that use its technologies to produce systems with higher capacity, lower power, lower

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weight and lower costs than competing solutions which allows SatixFy to benefit from economics across the value chain;

•

Robust Technology Investment.   SatixFy has, and continues to, heavily invest in research and development of its technologies to improve its leadership position that would take competitors years to replicate;

•

Validation of Technology.   SatixFy has acquired well known customers in its product areas and markets;

•

Significant Revenue Visibility.   Much of SatixFy’s projected revenue in 2022 and 2023 are driven by existing contracts or new contracts with existing customers; and

•

Experienced Leadership Team with a Proven Track Record.   SatixFy is led by an experienced management team in SatixFy’s industry, with deep prior experience in founding and operating public satellite communications companies.

•

Platform for Future Development and Expansion.   SatixFy’s potential public company status following the consummation of the Business Combination, together with the capital to be provided to SatixFy in connection with the Business Combination, is expected to provide SatixFy with an optimal platform and strong financial foundation for further developing its technology and accelerating, streamlining production of its products and increasing sales and marketing efforts;

•

Attractive Valuation.   Endurance’s board of directors believes SatixFy’s implied valuation following the Business Combination relative to the current valuations experienced by comparable publicly traded companies in the vehicle data services sector is favorable for Endurance.

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Due Diligence.   Endurance’s due diligence examinations of SatixFy and discussions with SatixFy’s management and financial and legal advisors.

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Negotiated Transaction.   The financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s-length negotiations between Endurance and SatixFy.

•

Lock-Up.   Certain shareholders of SatixFy have agreed to be subject to a one-hundred and eighty (180) day lockup in respect of their SatixFy Ordinary Shares;

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Other Alternatives.   Endurance’s board of directors’ belief, after a review of other business combination opportunities reasonably available to Endurance, that the Business Combination represents the best potential business combination reasonably available to Endurance and an attractive opportunity for Endurance’s management to accelerate its business plan based upon the process utilized to evaluate and assess other potential combination targets, and Endurance’s board of directors’ belief that such process has not presented a better alternative;

A financial and valuation benchmarking analysis was reviewed by Endurance’s board of directors. The historical financial results and financial projections of SatixFy were benchmarked against nine comparable publicly-traded companies, selected in consultation with Truist Securities and Barclays. The analysis was based on publicly available information and market data as of March 2, 2022 and was updated on August 1, 2022, but taking into consideration recent volatility in the markets.

These comparable publicly-traded companies share certain characteristics with SatixFy, including leading international developers of fabless chips and hardware and brands in the space technology sector, creation of next-generation technologies, large and growing addressable markets, and significant revenue ramps tied to satellite deployments. Such companies can be grouped into two categories as follows:

High-growth Fabless Semiconductor Companies.   These companies are Navitas Semiconductor Corp. (NVTS), Wolfspeed Inc. (WOLF), SiTime Corp. (SITM) and Indie Semiconductor Inc. (INDI). Similar to SatixFy, these companies are high growth brands in the fabless semiconductors sector, although they provide products that are different from SatixFy’s.

Recent Space de-SPACs.   These companies, namely AST SpaceMobile Inc. (ASTS), Planet Labs PBC (PL), Rocket Lab USA Inc. (RKLB) and Terran Orbital (TWNT) are disruptive space technology companies, which have either closed or recently announced de-SPAC transactions.

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Endurance’s board of directors did not rely solely on the quantitative results of the analysis, primarily because such analysis does not take into account certain key differences in the financial and operating profiles of the selected companies and SatixFy. Thus, Endurance also made more complex qualitative judgments concerning the differences between the operational, business and/or financial characteristics of the selected companies and SatixFy to provide a context in which to consider the results of the quantitative analysis.

In connection with the Business Combination Agreement, Endurance’s board of directors reviewed the following metrics of the selected comparable companies: (i) the estimated enterprise value/2022E revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 14.0x and 16.2x, respectively; (ii) the estimated enterprise value/2022E growth-adjusted revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 0.26x and 0.16x, respectively; (iii) the estimated enterprise value/2023E revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 8.4x and 8.7x, respectively; (iv) the estimated enterprise value/2023E growth-adjusted revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 0.22x and 0.03x, respectively; (v) 2022-2024E revenue compound annual growth rate (“CAGR”), which indicated a median CAGR for high growth chips and recent space de-SPACS of 64% and 136%, respectively; and (vi) 2022E gross margin, which indicated a median gross margin for high growth chips and recent space de-SPACS of 49% and 28%, respectively.

In connection with the Business Combination Agreement amendment, Endurance’s board of directors reviewed an updated financial and valuation benchmarking analysis that included the following metrics of the selected comparable companies: (i) the estimated enterprise value/2024E revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 4.3x and 2.7x, respectively; (ii) the estimated enterprise value/2024E growth adjusted revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 0.14x and 0.03x, respectively; (iii) the estimated enterprise value/2025E revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 3.4x and 0.7x, respectively; (iv) the estimated enterprise value/2025E growth-adjusted revenue, which indicated a median multiple for high growth chips and recent space de-SPACS of 0.11x and 0.03x, respectively; (v) 2023-2025E revenue compound annual growth rate (“CAGR”), which indicated a median CAGR for high growth chips and recent space de-SPACS of 41% and 103%, respectively; and (vi) 2022E gross margin, which indicated a median gross margin for high growth chips and recent space de-SPACS of 49% and 29%, respectively.

Endurance’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination and reconfirmed these factors at the time of the Business Combination Agreement amendment, including, but not limited to, the following:

•

Future Financial Performance.   The risk that future financial performance may not meet expectations due to factors in SatixFy’s control or out of SatixFy’s control, including due to economic cycles and macroeconomic factors and the COVID-19 pandemic;

•

Product Performance.   The risk that new chips coming into production in 2022 will not perform as expected which would impact all key revenue segments (aero, terminals, chips and payload);

•

Conversion of development revenue into product revenue.   74.0% of 2022 estimated revenue is from non-recurring sources which declines to 15.5% by 2024. If product revenue is not generated to replace and expand this non-recurring revenue, the financial performance of SatixFy would be impacted;

•

Scaling of Sales and Marketing Teams.   The sales and marketing teams need to be effectively increased to generate additional product revenue;

•

Potential Supply Chain Issues.   SatixFy is reliant on third parties to manufacture its chips and certain other equipment and any delays or significant costs increases could affect financial performance of SatixFy; and

•

Systems Update.   The need to recruit additional finance and accounting personnel and complete the readiness of SatixFy’s financial systems and operations to the standard necessary for a public company.

•

Competition.   Competition in SatixFy’s industry is intense, which may cause reductions in the price SatixFy can charge or the demand SatixFy can generate for its products and services, thereby potentially lowering SatixFy’s profits;

141

•

Supply & Demand Issues.   If SatixFy fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand;

•

Customer Relationships.   Disruptions in relationships with any of SatixFy’s key customers;

•

Macroeconomic Risks.   Macroeconomic uncertainty and the effects it could have on SatixFy’s revenues;

•

Benefits Not Achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

•

Redemption Risk.   The potential that a significant number of Endurance Public Shareholders elect to redeem their Endurance Public Shares prior to the consummation of the Business Combination and pursuant to Endurance Articles, which would potentially make the Business Combination more difficult or impossible to complete;

•

Shareholder Vote.   The risk that Endurance’s shareholders may fail to provide the respective votes necessary to effect the Business Combination;

•

Closing Conditions.   The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Endurance’s control;

•

No Third-Party Valuation.   The risk that Endurance did not obtain a third-party valuation or fairness opinion in connection with the Business Combination;

•

Liquidation of Endurance.   The risks and costs to Endurance if the Business Combination is not completed, including the risk of diverting management focus and resources from other business combination opportunities, which could result in Endurance being unable to effect a business combination by March 17, 2023;

•

Endurance Shareholders Receiving Minority Position.   The fact that existing Endurance shareholders will hold a minority position in SatixFy following consummation of the Business Combination; and

•

Fees and Expenses.   The fees and expenses associated with completing the Business Combination.

In addition to considering the factors described above, Endurance’s board of directors also considered other factors including, without limitation:

•

Interests of Certain Persons.   Some officers and directors of Endurance may have interests in the merger. See the section titled “— Interests of Certain Persons in the Business Combination” beginning on page 153 of this proxy statement/prospectus; and

•

Other Risks.   Various other risks associated with SatixFy’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Endurance’s board of directors concluded that the potential benefits that it expected Endurance to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination Agreement, the Business Combination and the Transactions. Accordingly, Endurance’s board of directors unanimously determined that the Business Combination Agreement, the Business Combination and the Transactions contemplated therein were advisable and in the best interests of Endurance.

Unaudited Prospective Financial Information of SatixFy

SatixFy does not as a matter of course make public projections as to future sales, earnings, or other results. However, SatixFy’s management prepared and provided to the SatixFy board of directors, SatixFy’s financial advisors, Endurance, the investor under the Equity Line of Credit and potential PIPE Investors certain internal, unaudited prospective financial information in connection with the evaluation of the Business Combination. SatixFy’s management initially prepared prospective financial information in February of 2022 based on then-available information and their judgment and assumptions regarding the future financial performance of SatixFy. Due to developments observed since March 2022 and discussed below, SatixFy’s management determined in May 2022 that the original projections no longer represented management’s

142

reasonable view on SatixFy’s future financial performance. Following discussions of these developments with SatixFy’s board of directors, its financial advisors, Endurance and PIPE Investors, SatixFy’s management, including its new Chief Executive Officer, reassessed its business plan and budget and reviewed SatixFy’s preliminary results for the first six months of 2022. Based on that reassessment and review, SatixFy’s management determined that it was appropriate to update its unaudited prospective financial information and, accordingly, updated its projections in August 2022. SatixFy presents both its original and updated projections below, but emphasizes that the updated projections supersede the original projections in all respects. The inclusion of the below information, including SatixFy’s updated projections, should not be regarded as an indication that SatixFy or any other recipient of this information considered — or now considers — it to be necessarily predictive of actual future results.

The effects of the ongoing armed conflict between Russia and Ukraine, including uncertainty for the timing of new satellite launches by SatixFy’s current and prospective customers that previously launched from Russia, increased supply chain difficulties for SatixFy and its customers, and recent developments in SatixFy’s discussions with prospective customers, undermined SatixFy’s confidence in its ability to achieve the original projections throughout the projections period, but particularly in the near-term. One of our customers recently announced its suspension of satellite launches in Russia, for which it plans to find alternatives in other countries. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations.” Recent global inflationary trends and financial markets volatility have also resulted in funding constraints that have affected and created more uncertainty about the timing and scale of investments in new communications satellite constellations, new aircraft fleets and updated IFC solutions and related infrastructure by some of our existing and prospective customers. For example, one of our customers is reconsidering the scale and timing of its plans to launch a new LEO communications satellite constellation. The effects of recent macroeconomic uncertainties on our customers have also resulted in delays to contract negotiations or customer orders, and may result in further delays. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — Deterioration of the financial condition of our customers could adversely affect our operating results.” SatixFy believes that recent media and regulatory scrutiny of SPAC business combinations, and high redemption trends, may lead customers to view SatixFy as a riskier or undercapitalized partner. Additionally, recent capital markets volatility and investor redemption trends in SPAC business combinations cast doubt on the likelihood that the Business Combination would raise the expected amount of capital. Recent business developments have also lowered management’s confidence in SatixFy’s ability to achieve the original projections, as two customers (including a significant customer that recently announced an agreement to enter into a merger of equals with another major satellite operator) with whom SatixFy was discussing prospective new contracts informed SatixFy that they selected SatixFy’s larger competitors with longer track records of providing space-based and aircraft-based satellite communications solutions as principal contractors for their satellite communications needs. While SatixFy’s management believes that these developments are unlikely to materially impact its long-term demand for its products and its long-term customer relationships (including with the two customers that terminated new contract discussions, for whom SatixFy believes it may be selected as the provider of satellite communication chips in connection with these ongoing projects in the future), they make it more difficult to reliably predict the timing of its future revenues and unlikely that SatixFy would achieve them within the originally disclosed timeframe.

The unaudited prospective financial information, including the updated projections, is subjective in many respects. As a result, there can be no assurance that the updated projections will be realized or that actual results will not be significantly lower than estimated. Since the unaudited prospective financial information, including the updated projections, covers multiple years, that information by its nature becomes less predictive with each successive year. In addition, various assumptions underlying the updated projections at the time of their preparation may prove to not have been accurate. The updated projections may not be realized, and actual results may be significantly lower than projected in the forecasts. The forecasts also reflect assumptions as to certain business strategies or plans that are subject to change, including as a result of developments that have occurred since the preparation of the updated projections. Furthermore, any assumptions and forecasts that are not realized in early periods could have a compounding effect on the forecasts shown for later periods, and any failure of an assumption or forecast to be reflective of actual results in an early period could have a greater effect on the forecasted results failing to be reflective of actual

143

events in later periods. As a result, SatixFy’s management advises readers not to rely on the forecasts, including the updated projections, in this proxy statement/prospectus as “guidance” or as otherwise predictive of actual future events, and actual results may differ from the updated projections, potentially materially.

While presented in this proxy statement/prospectus with numeric specificity, the information set forth below, including the updated projections, was also based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of SatixFy’s management, including, among other things, the matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements”, “Industry and Market Data” and “Risk Factors.” Important factors that may affect actual results and cause the results reflected in the updated projections not to be achieved include, among other things, risks and uncertainties relating to SatixFy’s business, industry performance, the regulatory environment, supply chain issues, the effects of the Russia-Ukraine armed conflict and related sanctions and general market, business and economic conditions. The prospective financial information, including the updated projections, also reflects assumptions as to certain business decisions that are subject to change, including as a result of the recent developments discussed above.

The unaudited prospective financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of SatixFy’s management, reflected the best available estimates and judgments at the time of preparation. However, this information is not fact, should not be relied upon as being indicative of future results, and readers of this proxy statement/ prospectus are cautioned not to place undue reliance on the prospective financial information.

The prospective financial information included in this document has been prepared by, and is the responsibility of SatixFy and its management. Neither SatixFy’s independent registered public accounting firm, Ziv Haft Certified Public Accountants (Isr.), a member firm of BDO International Limited, nor any other independent accountants, has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, does not express an opinion or any other form of assurance with respect thereto. The Ziv Haft Certified Public Accountants (Isr.) report included in this document relates to the Company’s previously issued audited financial statements. It does not extend to the prospective financial information and should not be read to do so.

Subject to the assumptions and other statements contained herein, SatixFy’s management prepared the updated projections based on the most current information available to them at the time and assumptions and courses of action they believe to be reasonably achievable.

The prospective financial information included in this proxy statement/prospectus were not included to induce any shareholder to vote in favor of any of the proposals at the general extraordinary meeting and Endurance shareholders should not place undue reliance on these prospective financial information as they may be materially different than actual results.

EXCEPT AS REQUIRED BY APPLICABLE SECURITIES LAWS, SATIXFY DOES NOT INTEND TO MAKE PUBLICLY AVAILABLE ANY UPDATE OR OTHER REVISION TO THE PROSPECTIVE FINANCIAL INFORMATION. THE PROSPECTIVE FINANCIAL INFORMATION DOES NOT TAKE INTO ACCOUNT ANY CIRCUMSTANCES OR EVENTS OCCURRING AFTER THE DATE THAT THE INFORMATION WAS PREPARED. READERS OF THIS PROXY STATEMENT/PROSPECTUS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION SET FORTH BELOW. NONE OF SATIXFY, Endurance NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, ADVISORS OR OTHER REPRESENTATIVES HAS MADE OR MAKES ANY REPRESENTATION TO ANY SATIXFY SHAREHOLDER, Endurance SHAREHOLDER OR ANY OTHER PERSON REGARDING ULTIMATE PERFORMANCE COMPARED TO THE INFORMATION CONTAINED IN THE PROSPECTIVE FINANCIAL INFORMATION, INCLUDING THE UPDATED PROJECTIONS, OR THAT PROJECTED FINANCIAL AND OPERATING RESULTS WILL BE ACHIEVED.

Presentation of Projections

Certain of the measures included in the prospective financial information, namely Adjusted EBITDA and Free Cash Flow, may be considered non-IFRS financial measures. Non-IFRS financial measures should

144

not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. These non-IFRS financial measures as used by SatixFy may not be comparable to similarly titled amounts used by other companies.

SatixFy is not providing reconciliations of its prospective Adjusted EBITDA or Free Cash Flow for the years 2022 through 2026 to the most directly comparable measures prepared in accordance with IFRS because it is unable to provide these reconciliations without unreasonable effort due to the uncertainty and inherent difficulty of predicting the occurrence, financial impact, and the periods in which the relevant adjustments would be recognized.

SatixFy is an early stage company and, to date, most of its revenues have been project-based and derived from relatively few customers. Many of SatixFy’s key products are in late stages of development, as described in “SatixFy’s Business — Our Chips and Satellite Communications Systems,” and SatixFy expects, based on the assumptions and subject to the contingencies and other factors discussed below and in the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” the sales of its commercialized products and its revenues to increase materially over the next several years. At the time of its preparation, the unaudited prospective financial information presented below assumed, in addition to the aforementioned assumptions, contingencies and factors, that the development of SatixFy’s products will be completed as scheduled and their commercialization will proceed as currently expected. As SatixFy’s products become commercialized and its revenue increases, it expects its revenue to exceed its recurring costs and that it will become profitable.

SatixFy categorizes its revenue mix by category of product, irrespective of whether the revenues are derived from the provision of R&D services or product sales. The applicable product categories are
(i) satellite communication chips, (ii) user terminals, modems, antennas, hubs and gateways (“Terminals & Gateways”), (iii) Aero/IFC terminals, and (iv) satellite payloads. Projected unit sales for satellite communication chips do not include chips embedded in terminals or payloads.

Original Projections

The following table sets forth the original prospective financial information regarding SatixFy, which was prepared in February of 2022, for the years shown. The 2021 information contained in the presentation deck prepared for the PIPE Investors and certain accredited investors, which was previously filed with the SEC under Rule 425, is superseded in its entirety by the actual 2021 results contained elsewhere in this proxy statement/prospectus.

​

Forecast Year Ended December 31,

​

2022E

2023E

2024E

2025E

2026E

​

(USD in millions)

Revenue

​

$

40

​

$

88

​

$

166

​

$

251

​

$

374

Adjusted EBITDA(1)

​

​

—

​

​

23

​

​

47

​

​

71

​

​

113

Free Cash Flow(2)

​

​

—

​

​

3

​

​

40

​

​

70

​

​

112

(1)

SatixFy defines Adjusted EBITDA as net income or loss before financial income, financial expense, tax (if any), depreciation and amortization, stock-based compensation, transaction costs and other items that are non-recurring or are not core costs of its business. Adjusted EBITDA is not a financial measure prepared in accordance with IFRS and should not be considered a substitute for net loss prepared in accordance with IFRS. Adjusted EBITDA, as presented by SatixFy, may not be comparable to similarly-titled measures presented by other companies, in SatixFy’s industry or in other industries, as their definitions of Adjusted EBITDA may differ. Investors are cautioned not to place undue reliance on SatixFy’s calculation of Adjusted EBITDA.

(2)

For purposes of SatixFy’s unaudited prospective financial information, we calculate Free Cash Flow as projected Adjusted EBITDA minus projected capital expenditures.

The following is a summary, by year or period, of the Company’s material assumptions (some of which may no longer be reliable, as discussed above) with respect to its projected revenues as prepared by management in February of 2022:

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•

2022:    Projected revenues of $40 million were based mostly on existing signed contracts and contracts under negotiation with existing customers (approximately 80%) and the remainder on contracts under negotiation with new customers. It also reflected the following projected mix: (i) $18 million (45%) from satellite communications chips, reflecting already contracted and expected sales to our existing customers, (ii) $15 million (38%) from Terminals & Gateways, reflecting mainly sales of base-band modems and terminals to, and development and pre-production work for, existing customers, (iii) $5 million (12%) from satellite payloads, reflecting expected revenues in respect of prototype development, and (iv) $2 million (5%) from Aero/IFC terminals, reflecting expected revenues in respect of prototype development.

•

2023:   Projected revenues of $88 million were based on the Company’s existing products and services, existing and projected customers and contracts, and reflect the following projected mix: (i) $35 million (40%) from satellite communications chips, a 95% increase from 2022 reflecting mainly expected sales of our PRIME 2 and SX-4000 chips to a newly acquired customer, with whom we already have a contract in place, and our estimates of demand from the customer, (ii) $39 million (44%) from Terminals & Gateways, reflecting mainly expected sales of our base-band modems and terminals to, and development and pre-production work for, existing as well as potential new customers with whom we are currently in active discussions, (iii) $7 million (8%) from satellite payloads, reflecting expected revenues in connection with anticipated satellite launches by our existing customers, and (iv) $7 million (8%) from Aero/IFC terminals, reflecting expected revenues in respect of product sales driven by prospective business with new customers, which is under discussion, and a new recently signed development contract with an existing customer.

•

2024 through 2026:   Our projections for each of these years were prepared in February of 2022 based on the Company’s existing products and services as well as anticipated products, both current and potential customers and mainly projected contracts, as well as the following assumptions with respect to each of our principal product categories:

•

Satellite communication chips:   We projected that chip sales will increase at a CAGR of approximately 63% from $35 million in 2023 to $152 million in 2026, driven mainly by our expectations for the launch of LEO satellites by certain of our current and potential customers to address the growing 5G market and our assumptions regarding the number of launches by and our ability to contract with some of these potential customers. LEO satellite constellation launches were expected to commence in 2023 and ramp up substantially by 2026. The fiscal year 2024 through 2026 projections were driven by the following additional assumptions: (i) we successfully contract with four LEO satellite operators and LEO satellite equipment and service providers by 2023, including three of our existing customers, for delivery of SX-4000 chips, with approximately 1,000, 1,500 and 2,200 units delivered in 2024, 2025 and 2026, respectively, for delivery of SX-3099 chips, with approximately 2,200, 2,500 and 5,000 units delivered in 2024, 2025 and 2026, respectively and for delivery of Prime 2 chips, with approximately 2,000, 3,000 and 4,400 units delivered in 2024, 2025 and 2026, respectively, (ii) we successfully develop and commercialize, by 2024, chips for non-terrestrial network (NTN) LEO constellations, and (iii) our NTN chip sales expand to power 340 5G LEO satellites launched by our customers by the end of 2026.

•

Terminals & Gateways:   We forecasted that Terminals & Gateways sales will increase at a CAGR of approximately 25% from $39 million in 2023 to $76 million in 2026. Our projections were based on an assumed ramp up of ground-based terminal sales to existing customers and, starting in 2024, assumed our projected ground terminal sales to both existing customers and other operators of LEO satellite constellations based on the assumptions used in the preceding bullet. In particular, the projected growth rates from 2023 through 2026 are driven by the principal assumption that we will supply ground terminals to the operators of some of the LEO satellites that are powered by our chips and launched between 2024 and 2026.

•

Aero/IFC:   Our projections were based on commencing commercial sales of terminals for business jets in late 2023 and commercial sales of terminals for commercial aircrafts, through our Jet Talk joint venture, in mid-2024. We expect this to drive revenue growth at a CAGR of approximately 140%, from $7 million in 2023 to $97 million in 2026. Our projections were based

146

on our projected overall market demand and our assumptions on winning contracts and orders from potential customers as well as pricing of the terminals, resulting in a gradual change in mix of sales in favor of Aero/IFC terminals starting in 2024. The projections assumed roughly 375 terminals for commercial aircrafts and 150 terminals for business jets. The projected ramp in Aero/IFC terminal sales from 2023 through 2026 was based on the anticipated commercialization, through our Jet Talk joint venture, of IFC terminals for the commercial aviation market by 2023 and the growth of Jet Talk’s market share of that market to approximately 1% in 2024, 3% in 2025 and 6% in 2026. The amounts included in our projections reflected anticipated revenue from Jet Talk’s product sales, which was projected based on anticipated future tenders from leading airlines and airplane manufacturers.

•

Satellite payloads:   We projected that our satellite payload systems sales will increase at a CAGR of approximately 92% from $7 million in 2023 to $50 million in 2026. Our projections were based on our assumptions regarding the number of satellite launches by, and our ability to contract with, certain of our current and potential customers, including ongoing discussions with several prospective operators of LEO and GEO satellites. In particular, the fiscal year 2024 through 2026 projections were based on the following principal assumptions: (i) we successfully contract with two LEO satellite operators by 2023, both of which are existing customers, for delivery of their full LEO satellite network demand with approximately 10, 20, and 35 payloads delivered in 2024, 2025 and 2026, respectively and (ii) we successfully contract with one GEO satellite operator by 2024, which is not an existing customer, for delivery of its full GEO satellite payload demand with approximately 1 and 3 payloads delivered in 2025 and 2026, respectively.

The following is a summary of our additional material assumptions with respect to our original projections, in respect of capital expenditures, operating costs and Adjusted EBITDA, for 2022 through 2026:

•

Anticipated capital expenditures of approximately $20 million in 2023 relate mainly to our planned construction of a manufacturing facility for terminals and the acquisition of necessary manufacturing tools and equipment. In 2024, we anticipate making additional investments in necessary manufacturing tools and equipment related to Aero/IFC terminals.

•

Our projections initially assumed an initial gross profit margin (excluding the impact of depreciation and amortization) of over 60%, driven by the expected expansion of our customer base and product commercialization in tandem with generally proportional increases to direct costs of sales and services, with this margin decreasing slightly over time, to approximately 60%, with the expected changing mix in sales.

•

We projected headcount to increase by approximately 200 personnel, or 90%, between 2022 and 2026, as well as commensurately higher overall employee-related expenses. We assumed wage inflation of between 2% and 3% over the period.

•

We anticipated an approximately 37% annual increase in the Company’s expected net research & development expenses, growing from $19 million in 2022 to about $66 million in 2026. The principal drivers of the increase included third-party developers that are commonly hired to alleviate some of the workload involved in the ASIC development process, higher employee-related costs and the purchase or enhanced third party development tools and intellectual property necessary for the manufacturing and operation of our chips.

•

We expected employee-related expenses to account for roughly two-thirds of our gross R&D spending in 2022 and decrease over time to just below 50% in 2026, driven by the aforementioned expected increase in our use of third party developers as well as third party development tools and intellectual property.

•

We projected our sales and marketing expenses to grow at a CAGR of roughly 90% from 2022 to 2026, reflecting our commitment to growth and expanding to new markets and attracting new customers. We expect trade shows and marketing agencies to make up roughly half of sales and marketing expenses over the 2022-2026 period.

147

•

We projected that our other general and administrative costs (G&A) will increase at a CAGR of roughly 50% over 2022-2026, reaching approximately $20 million in 2026, reflecting our hiring of additional personnel necessary to operate as a public company, as well as our plan to support revenue growth and business expansion. In the 2022-2024 period, we project our split of G&A will be approximately one-third employee-related costs and two-thirds other G&A expenses (utilities, information technology, communication and professional services, including legal, accounting audit and advisory and other consulting fees). In the 2024-2026 period, we also expect increased depreciation and utilities costs, which will account for roughly 50% of our G&A), reflecting mainly our planned 2023 capital expenditures.

In preparing the original projections in February of 2022, SatixFy’s management made a number of important assumptions, including the following:

•

Estimates of market development over the projection period, including the number of satellites launched over the period and in a given year in the period;

•

Our ability to capture and retain new and existing customers, respectively, and our ability to capture market share;

•

Our estimates with respect to signed / existing customer contracts and future sales in the pipeline, including an assumption that the Company will successfully obtain contracts from at least some of the prospective customers it is currently in discussions with;

•

The supply chain difficulties faced at the time by the Company and its current and prospective customers would not materially deteriorate in 2022 and will be substantially resolved by the end of 2023;

•

There will not be new, adverse impacts related to the COVID-19 pandemic that would lead to further reduction in global air travel demand or capacity;

•

There will not be a deterioration in the geopolitical situation, including an expansion of armed conflict in Europe or commencement of hostilities in East Asia, or in international trade relations that would result in delays in projected communications satellite launches; and

•

Forecasts for product demand and pricing and overall industry growth.

As discussed above, SatixFy believes that certain of these assumptions, particularly as to the number of satellite launches in a given year during the projections period, the number of new contracts SatixFy will be able to sign, improvement in supply chain conditions and no deterioration in the geopolitical situation, are no longer reasonably reliable. In addition, based on recent developments, including material price increases for chips by its third party manufacturer, and ongoing uncertainty about inflation, SatixFy believes that the aforementioned assumptions related to its operating costs and gross profit margins are no longer reasonably reliable. These changes, as well as any changes in any of the other assumptions or any developments that make it less likely that such other foregoing assumptions will be realized, in addition to the other factors discussed above, would cause our projections not to be achieved.

Updated Projections

The following table sets forth the updated prospective financial information regarding SatixFy, which was prepared in August of 2022, for the years shown.

​

Forecast Year Ended December 31,

​

2022E

2023E

2024E

2025E

2026E

​

(USD in millions)

Revenue

​

$

10

​

$

36

​

$

80

​

$

158

​

$

301

Adjusted EBITDA(1)

​

​

(20)

​

​

(6)

​

​

15

​

​

42

​

​

93

Free Cash Flow(2)

​

​

(21)

​

​

(7)

​

​

14

​

​

41

​

​

92

(1)

See above table under “— Original Projections” for the definition of Adjusted EBITDA.

(2)

See above table under “— Original Projections” for the definition of Free Cash Flow.

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The updated projections were based on the same assumptions and expectations as the original projections described above under “— Original Projections,” except as discussed below.

Due to the ongoing effects of the Russia-Ukraine armed conflict, adverse developments in the silicon chip supply chain environment, global macroeconomic and financial markets uncertainties and recent business developments, SatixFy determined that its assumptions regarding the timing of demand for its products and its margins, as presented in the original projections, were no longer reasonably reliable. Since the issuance of its original projections, and particularly since March 2022, SatixFy observed a worsening in the supply chain environment, including long or uncertain production lead-times, material price increases for customized chips and up-front payment terms by its third party chip manufacturer, among other suppliers. Additionally, the Russia-Ukraine armed conflict and related sanctions resulted in delays and may result in further delays to satellite launches by SatixFy’s current and prospective customers and cast further uncertainty on the resolution of supply chain constraints. Persistent inflation and financial markets volatility has also resulted in delayed investments by certain of our current or prospective customers, including satellite constellation operators and aircraft manufacturers. Recent capital markets volatility and adverse developments in other SPAC business combination transactions (including high redemption rates) made it more difficult for management to reliably budget capital expenditures based on assumed proceeds from the Business Combination. Business developments, including the termination of discussions of prospective new contracts by two customers (including a significant customer that recently announced an agreement to enter into a merger of equals with another major satellite operator) who informed SatixFy that they selected SatixFy’s larger competitors with longer track records of providing space-based and aircraft-based satellite communications solutions as principal contractors for their satellite communications needs, also reduced the probability of SatixFy achieving its original projections. While SatixFy’s management believes these developments are unlikely to materially impact its long-term customer relationships (including with the two customers that terminated new contract discussions, for whom SatixFy believes it may be selected as the provider of satellite communication chips in connection with these ongoing projects in the future) or long-term demand for its products and services, they make it more difficult to reliably predict the timing of its future revenues. Accordingly, SatixFy’s management developed the updated projections presented below in August 2022 based on the most recent information then available.

The following is a summary, by year or period, of the principal changes in SatixFy’s material assumptions as discussed above under “— Original Projections” and the impact of these changes on its updated revenue projections, as prepared by management in August of 2022:

•

2022:   Projected revenues of $10 million, $30 million less than forecasted in SatixFy’s original projections, due mainly to: (i) an approximately $14 million reduction in projected revenues from satellite communications chips because of extended delays in the manufacturing cycle of SatixFy’s third-party manufacturer, resulting in delays in SatixFy’s ability to deliver chips and related development work to customers, as well as a strategic decision to reduce sales in China due to management’s concerns about the regulatory environment and the termination of discussions of an expected 5G NTN chip development contract with a confidential customer based on the customer pursuing an alternative solution; (ii) an approximately $11 million reduction in projected revenues from Terminals & Gateways, reflecting a delay in concluding expected terminals contracts, including one substantial contract with the above-mentioned confidential customer, because of price negotiations driven by SatixFy’s higher third-party chip manufacturing costs, and delays in delivery at a customer’s request and deferral of expected orders from the same customer (reflecting the customer’s satellite launch delays and budgetary constraints); (iii) an approximately $4 million reduction in projected revenues from payloads, reflecting estimated time of delivery under a new contract that was expected in the first quarter but was entered into in the second quarter of 2022; and (iv) an approximately $1 million reduction in projected revenues from Aero/IFC driven by the same supply chain constrains as discussed in clause (i) above, which led to the termination of discussions for a new contract with an existing customer.

•

2023:   Projected revenues of $36 million, $52 million less than forecasted in SatixFy’s original projections, due mainly to: (i) an approximately $31 million reduction in projected revenues from satellite communications chips, reflecting the aforementioned supply chain constraints coupled with fewer projected new satellite launches and their estimated impact on expected customer orders and deliveries (with most of the projected reduction attributable to expected contracts being pushed

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into 2024); (ii) an approximately $13 million reduction in projected revenues from Terminals & Gateways, reflecting mainly the impact of the same supply chain constraints discussed above and contract negotiation delays with the aforementioned customer facing satellite launch delays and budgetary constraints, partially offset by NRE (“None Recurring Engineering”) revenues from our confidential customer originally planned for 2022 due to negotiation delays (we expect to enter into a contract by early 2023 and accordingly most of the expected 2023 NRE revenue has been pushed into 2024); (iii) an approximately $2 million reduction in revenues from payloads, reflecting the deferral in construction of SatixFy’s assembly facility (discussed below), resulting in a longer manufacturing cycle and slower deliveries, as well as the termination of new contract negotiations with an existing customer of Areo/IFC products and services (based on SatixFy’s lack of track record in manufacturing space-based satellite payloads); and (iv) an approximately $6 million reduction in projected revenues from Aero/IFC, reflecting the deferred construction of an assembly facility coupled with supply chain constrains (resulting in terminated discussions for a new contract, as discussed above) and more conservative overall projections in light of feedback from an existing chips and terminals customer regarding SatixFy’s limited track record in providing aircraft-based satellite communications solutions relative to its large competitors.

•

2024 through 2026:   Our projections for each of these years were revised in August 2022 based on changes in SatixFy’s business plans and budget and the impact of expected revenue deferrals in 2022 and 2023, as well as the following assumptions with respect to each of our principal product categories:

•

Satellite communication chips:   We project that chip sales will increase at a CAGR of approximately 218% from $4 million in 2023 to $115 million in 2026. The change reflects mainly (i) a strategic decision to terminate plans to develop chips for non-terrestrial network (NTN) LEO constellations, driven in part by the termination of discussions with our confidential customer, which we initially projected for 2025-2026, (ii) a strategic decision to invest in the ongoing development and production of a designated version of PRIME 2 chips, driven by discussions with a significant confidential customer, partly offsetting the decline from exiting NTN development, and (iii) the deferral of revenues caused by supply chain constraints. SatixFy revised its expected unit deliveries as follows:

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Prime 2 chips (all versions): increased to approximately 7,400, 48,000 and 88,000 units delivered in 2024, 2025 and 2026, respectively, reflecting mainly expected volumes and prices based on discussions with our confidential customer and, to a lesser extent, a projected partial revenue shift from the lost payloads contract discussed above and more competitive chip pricing;

•

SX-4000 chips: increased to approximately 3,700, 4,800 and 5,600 units delivered in 2024, 2025 and 2026, respectively, while projected unit prices were reduced substantially (management concluded, based on discussions with prospective customers, that sustaining prices near initial order levels over the long term would not be competitive). The higher projected unit sales assume increased market share based on competitive pricing and, to a lesser extent, a partial revenue shift from the lost payloads contract; and

•

SX-3099 chips: decreased to approximately 1,000, 2,000 and 4,000 units delivered in 2024, 2025 and 2026, respectively, and projected unit prices were reduced marginally to be more competitive.

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Terminals & Gateways:   We forecast that Terminals & Gateways sales will increase at a CAGR of approximately 27% from $26 million in 2023 to $54 million in 2026. The change reflects a slower ramp-up in sales throughout the period due mainly to order delays from and the termination of discussions regarding a significant contract with a customer facing satellite launch delays and budgetary constraints, leading management to deprioritize the development of special purpose COTM terminals. The above-mentioned termination of discussions of a prospective new payloads contract (due to SatixFy’s lack of track record and lower certainty about the timing of deployment of new LEO satellite constellations) also led management to revise its assumptions regarding sales of associated ground terminals.

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•

Aero/IFC:   We expect Aero/IFC revenue to grow from $1 million in 2023 to $113 million in 2026. The change reflects slower growth in 2024 and 2025 due to the deferral of investment in a proprietary assembly facility and more conservative projections reflecting fewer tender wins based on recent business development results and feedback regarding SatixFy’s lack of track record in aircraft-based satellite communications solutions, as discussed above, and slower customer investment in new IFC terminals due to economic conditions.

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Satellite payloads:   We project that our satellite payload systems sales will increase at a CAGR of approximately 57% from $5 million in 2023 to $19 million in 2026. The slower growth relative to our original projections reflects fewer tender wins and longer sales cycles, based on recent experience with an existing customer that elected to contract with a larger, more experienced aerospace company for their satellite payloads needs, the deferral of investment in an assembly facility, and the lower certainty in the timing of deployment of new LEO satellite constellations resulting mainly from sanctions against Russia. The updated projections assume delivery of approximately 1, 20 and 40 payloads in 2024, 2025 and 2026, respectively.

SatixFy’s updated projections also reflect the following material changes in assumptions with respect to capital expenditures, operating costs and Adjusted EBITDA for 2022 through 2026:

•

We no longer anticipate making any capital expenditures for new facilities over the projections period, reflecting greater uncertainty, based on recent SPAC business combination transactions, regarding the amount of proceeds we expect to obtain from the Business Combination.

•

We project headcount to gradually increase by approximately 120 personnel (instead of approximately 200 personnel under the original projections) between 2022 and 2026.

•

We anticipate slower growth in our expected net research & development expenses, from $17 million in 2022 to about $51 million in 2026, reflecting slower growth in hiring as well as reduced reliance on third part contractors.

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We now project our sales and marketing expenses to grow at a slower CAGR of roughly 65% from 2022 to 2026.

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We project that our other general and administrative costs (G&A) will increase at a CAGR of roughly 35% over 2022-2026, the decline being attributable to the deferral of investment in a proprietary assembly facility.

Finally, SatixFy’s updated projections reflect the following material changes to the assumptions regarding industry, market and macroeconomic and geopolitical trends:

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Greater economic uncertainty over the next few years, resulting in a higher probability of deferred investment by SatixFy’s customers in new satellite communications solutions;

•

Slower deployment of new satellite constellations over the projections period, driven by uncertainty resulting from sanctions against Russia;

•

The persistence of supply chain constraints throughout the projections period, with gradual improvement from current conditions starting only in 2024; and

•

The persistence of sanctions against Russia throughout the projections period, and the gradual development of substitute satellite launch capabilities in other countries sufficient to sustain industry growth expectations.

Changes in any of these assumptions, in addition to the other factors discussed above, could cause our updated projections not to be achieved.

Satisfaction of 80% Test

It is a requirement under the Endurance Articles and Nasdaq rules that any business acquired by Endurance have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement for an initial business combination. The balance of the funds in the Trust Account

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(excluding deferred underwriting commissions and taxes payable) at the time of the execution of the Business Combination Agreement with SatixFy was approximately $201,000,000 and 80% thereof represents approximately $160,800,000. In determining whether the 80% requirement was met, rather than relying on any one factor, Endurance’s board of directors concluded that it was appropriate to base such valuation all of the qualitative factors described in this section and the section of this proxy statement entitled “Endurance’s Board of Directors’ Reasons for the Business Combination and Recommendation of the Board of Directors” as well as quantitative factors, such as the anticipated implied equity value of the combined company being approximately $653 million, assuming no redemptions. Based on the qualitative and quantitative information used to approve the Business Combination described herein, Endurance’s board of directors determined that the foregoing 80% fair market value requirement was met. Endurance’s board of directors believes that the financial skills and background of its members qualify it to conclude that the acquisition met the 80% requirement.

Certain Engagements in Connection with the Business Combination and Related Transactions

Cantor is acting as capital markets advisor and Truist Securities is acting as financial advisor to Endurance. Barclays is acting as financial advisor to SatixFy in connection with the proposed Business Combination. In addition, Cantor and Barclays are acting as joint placement agents to Endurance and SatixFy in connection with the PIPE Financing and will receive fees and expense reimbursements customary for such transactions. In connection with the Business Combination Agreement, the Company and SatixFy entered into a variety of different advisory arrangements with investments banks including Cantor, Truist Securities and Barclays Capital Inc. (“Barclays”). With respect to the PIPE placement agent arrangement between Cantor, SatixFy and the Company, we agreed that in the event that proceeds (as defined in the engagement letter) involved in the Business Combination are $40 million or less, $2.0 million will be payable by SatixFy upon consummation of the Business Combination and SatixFy agreed to issue 225,000 SatixFy Ordinary Shares to Cantor, provided that in the event the proceeds (as defined in the engagement letter) involved in the Business Combination are in excess of $40 million and less than or equal to $100 million, Cantor’s fees shall be increased by an amount of up to $1,500,000 proportionately with the amount that the proceeds exceed $40 million based on linear interpolation and Cantor will receive no additional SatixFy Ordinary Shares. With respect to the financial advisor arrangement between Truist and the Company, we agreed that in the event that the proceeds (as defined in the engagement letter) involved in the Business Combination are $40 million or less, $1.5 million will be payable by the Company upon consummation of the Business Combination and $1 million shall be payable by the Company within one year from the Closing Date provided that in the event the proceeds (as defined in the engagement letter) involved in the Business Combination are in excess of $40 million and less than or equal to $100 million, Truist’s fees shall be increased by an amount of up to $2,500,000 proportionately with the amount that the proceeds exceed $40 million based on linear interpolation and the full amount of fees, including the $1 million subject to deferred payment mentioned above, shall be payable upon consummation of the Business Combination. With respect to the financial advisor arrangement between Barclays and SatixFy, we agreed to pay to Barclays $3.75 million upon consummation of the Business Combination, and up to an additional $7.25 million depending on the amount of proceeds (defined in the engagement letter as the amount of cash in the Trust Account, plus the proceeds of the PIPE Financing, minus certain fees and expenses in connection with the Business Combination) involved in the Business Combination, provided that in the event the proceeds involved in the Business Combination are in excess of $40 million and less than or equal to $100 million, Barclays’ fees shall be increased by an amount of up to $7,250,000 proportionately with the amount that the proceeds exceed $40 million based on linear interpolation. With respect to the PIPE placement agent arrangement between Barclays, SatixFy and the Company, we agreed that no fees will be payable by the Company upon consummation of the Business Combination. Upon the consummation of the Business Combination, the Company would be a wholly owned subsidiary of SatixFy and any such obligations of the Company would be assumed by SatixFy on a consolidated basis. In the event that the Business Combination is not consummated, the only obligations of SatixFy and/or the Company will be the reimbursement of certain expenses.

Cantor and Truist Securities acted as the underwriters in the Endurance IPO consummated on September 17, 2021, and will receive deferred underwriting commissions from Endurance for the Endurance IPO if the Business Combination is consummated. On March 6, 2022, the Company entered into a side letter to the underwriting agreement, and subsequently, in August 2022, agreed with Cantor and Truist

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Securities that if the Proceeds involved in the Business Combination were equal to or less than $40,000,000, to change the deferred underwriting commission to $6,000,000 for Cantor and no deferred underwriting commission for Truist Securities. However, in the event that the Proceeds involved in the Business Combination are in excess of $40,000,000 and less than or equal to $100,000,000, the Deferred Underwriting Commission shall be increased by an amount (the “Incremental Deferred Underwriting Commission”) of up to $3,000,000 ($2,100,000 for Cantor and $900,000 for Truist Securities) proportionately with the amount that the Proceeds exceed $40,000,000 based on linear interpolation;

Cantor’s, Truist Securities’ or their respective affiliates’ financial interests tied to the consummation of an initial business combination transaction by Endurance may give rise to potential conflicts of interest in providing any services to Endurance, including potential conflicts of interest in connection with the Business Combination.

Interests of Certain Persons in the Business Combination

In considering the recommendation of Endurance’s board of directors to vote in favor of approval of the Business Combination Proposal, Endurance shareholders should keep in mind that the Sponsor and Endurance’s directors and executive officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of Endurance’s shareholders generally. In particular:

•

If the Business Combination with SatixFy or another business combination is not consummated by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles), Endurance will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and, subject to the approval of its remaining shareholders and Endurance’s board of directors and applicable law, dissolving and liquidating. In such event, the 5,000,000 Founder Shares (of which the Sponsor still holds 3,570,000 Founder Shares, and the directors and advisors collectively hold 180,000 Founder Shares), which were originally acquired by the Sponsor for $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised), would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such Founder Shares had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022. On the other hand, if the Business Combination is consummated, each Endurance ordinary share (including such Founder Shares) will be converted into one SatixFy Ordinary Share subject to adjustment described herein.

•

Upon consummation of the Business Combination, assuming none of the Endurance Public Shareholders demand redemption pursuant to the Endurance Articles, that there are no Dissenting Endurance Shareholders and excluding the potential dilutive impact of any Permitted Interim Financing, the Sponsor and its affiliates are expected to own approximately 9.8% of the SatixFy Ordinary Shares on a fully diluted basis (which includes (1) 500,000 Price Adjustment Shares, (2) 2,770,000 SatixFy Ordinary Shares received in the Business Combination (after forfeiture of 800,000 Founder Shares), (3) 6,630,000 SatixFy Ordinary Shares underlying the SatixFy Private Warrants, (4) 1,000,000 SatixFy Ordinary Shares as part of the PIPE Units, and (5) 500,000 SatixFy Ordinary Shares underlying the PIPE Warrants). The ownership percentages set forth above do not take into account any draws on the Equity Line of Credit, any Permitted Interim Financing or any transactions that may be entered into after the date hereof.

•

The Sponsor paid $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) to purchase 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000

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of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) and $6,630,000 to purchase 6,630,000 Endurance Private Warrants (including 2,652,000 of such warrants which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement) in a private placement from Endurance for $1.00 per private warrant. The Founder Shares held by the Sponsor had an aggregate value of approximately $35.3 million based upon the closing price of Endurance Public Shares of $9.90 per share on Nasdaq on August 17, 2022 and the Endurance Private Warrants held by the Sponsor had an aggregate market value of approximately $729,300 based upon the closing price of the Endurance Public Warrants of $0.11 per Endurance warrant on Nasdaq on August 17, 2022. The Founder Shares and the Endurance Private Warrants will become worthless if Endurance does not consummate a business combination by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles).

•

In connection with the Endurance IPO, the Sponsor transferred 25,000 Founder Shares to each of Mitsui & Co., LTD, Eddie Kato and Simon Cathcart, Endurance’s advisory board members, and 35,000 Founder Shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, Endurance’s independent directors in exchange for $720 in the aggregate. Additionally, in connection with the closing of the Endurance IPO, the anchor investors purchased from the Sponsor an aggregate of 1,250,000 Founder Shares for $5,000 in the aggregrate.

•

The Sponsor will receive 500,000 Price Adjustment Shares in exchange for providing approximately 1.0 million PIPE Escrow Shares as downside protection for the PIPE Investors. The Price Adjustment Shares will vest at three price adjustment achievement dates. See “The Business Combination Agreement — Consideration and Effects of the Business Combination — Price Adjustment Shares” for more information about the achievement dates.

•

Pursuant to the Unit Subscription Agreements and after the Closing, if the average trading price of the SatixFy Ordinary Shares during the thirty (30) consecutive days ending on the sixtieth (60th) day after the effectiveness of the resale registration statement that will register the PIPE Shares and PIPE Warrants is less than $10.00 per share, there shall be an adjustment such that the Sponsor shall forfeit, and the PIPE Investors (which includes an affiliate of the Sponsor) shall be entitled to receive at the Closing, up to 391,731 SatixFy Ordinary Shares that were issued to the Sponsor and put into the Escrow Account. All such shares will be released from the Escrow Account to the PIPE Investors by the Sponsor if the trading price of the SatixFy Ordinary Shares is $6.50 or lower during the applicable measurement period. Additionally, existing SatixFy shareholders contributed 1,175,192 SatixFy Ordinary Shares otherwise issuable to them upon Closing that are subject to release from escrow to the PIPE Investors on the same terms as the shares contributed by the Sponsor (including forfeiture to the affiliate of the Sponsor that is participating in the PIPE Financing). If the average trading price of the SatixFy Ordinary Shares during the period described above is equal to or greater than $10.00 per share, the Sponsor and the SatixFy shareholders shall have the above mentioned shares returned to them from the Escrow Account.

•

The Sponsor will be subject to a one hundred eighty (180) day lock-up on sales of SatixFy Ordinary Shares after the Closing, which has been reduced from the Endurance IPO.

•

If Endurance is unable to complete a business combination within the required time period, the Sponsor will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Endurance for services rendered or contracted for or products sold to Endurance. If Endurance consummates a business combination, on the other hand, Endurance will be liable for all such claims.

•

The Sponsor and Endurance’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Endurance’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Endurance fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Endurance may

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not be able to reimburse these expenses if the Business Combination or another business combination is not completed by March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). As of the record date, the Sponsor and Endurance’s officers and directors and their affiliates had incurred approximately $      of unpaid reimbursable expenses.

•

The Business Combination Agreement provides for the continued indemnification of Endurance’s current directors and officers and the continuation of directors’ and officers’ liability insurance covering Endurance’s current directors and officers.

•

Endurance’s Sponsor, officers and directors (or their affiliates) may make loans from time to time to Endurance to fund certain capital requirements. If the Business Combination is not consummated, the loans will not be repaid and will be forgiven except to the extent there are funds available to Endurance outside of the Trust Account. As of August 17, 2022, there were no loans outstanding and awaiting reimbursement.

•

The Sponsor has designated Richard C. Davis, to serve as a member of the board of directors of SatixFy following the closing of the Business Combination and, therefore, in the future Mr. Davis will receive any cash fees, stock options or stock awards that SatixFy’s board of directors determines to pay to its non-executive directors.

•

Affiliates of the Sponsor have agreed to invest an aggregate amount of $10.0 million to purchase 1,000,000 PIPE Units in connection with the PIPE Financing to be completed at the closing of the Business Combination.

•

The Sponsor will benefit financially from the completion of any business combination even if the stock price declines after such business combination, generating a negative return for other shareholders. The Sponsor will lose substantially all of its investment in Endurance and will not be reimbursed for any out-of- pocket expenses if an initial business combination is not completed prior to March 17, 2023 (or such later date as may be approved by Endurance’s shareholders in an amendment to the Endurance Articles). Thus, if the proposed Business Combination with SatixFy is not consummated, Endurance may seek to complete a business combination with a less favorable target company or on terms less favorable to Endurance shareholders rather than choose to dissolve and liquidate.

•

The Sponsor paid an aggregate of $25,000 (or $0.004 per share, before taking into account the forfeiture of 750,000 Founder Shares when the Endurance IPO underwriters’ over-allotment option expired unexercised) for 5,000,000 Founder Shares (of which it still holds 3,570,000 Founder Shares, including (1) 800,000 Founder Shares to be forfeited upon the Closing the Business Combination and (2) 628,000 of such shares which would remain subject to vesting and forfeiture following the Closing of the Business Combination if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement), which had an implied aggregate market value of approximately $49.5 million (before consideration of any liquidity discount) based upon the closing price of $9.90 per Endurance Public Share on Nasdaq on August  17, 2022. If the proposed Business Combination with SatixFy is consummated, the Sponsor may still earn a positive rate of return on its investment, even if other shareholders experience a negative rate of return post-Business Combination.

•

As a result of multiple business affiliations, Endurance’s officers and directors may have legal obligations relating to presenting business opportunities to multiple entities. Furthermore, the Endurance Articles provide that the doctrine of corporate opportunity will not apply with respect to any of Endurance’s officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Endurance does not believe, however, that the fiduciary duties or contractual obligations of its officers or directors or waiver of corporate opportunity materially affected its search for a business combination. Endurance’s management is not aware of any such corporate opportunities not being offered to Endurance and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

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Anticipated Accounting Treatment

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Endurance will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of SatixFy issuing shares in the Business Combination for the net assets of Endurance as of the Closing, accompanied by a recapitalization. The net assets of Endurance will be stated at historical cost, with no goodwill or other intangible assets recorded.

SatixFy has determined that it will be the accounting acquirer based on evaluation of the following facts and circumstances:

•

SatixFy’s existing shareholders will have the greatest voting interest in the combined entity under both the No Redemption and Maximum Redemption (both terms, as defined below) scenarios.

•

SatixFy’s directors will represent the majority of the board of directors of the combined company following the consummation of the Business Combination;

•

SatixFy’s senior management will be the senior management of the combined company following the consummation of the Business Combination; and

•

SatixFy is the larger entity based on historical operating activity and its employee base.

The Business Combination, which is not within the scope of IFRS 3 since Endurance does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of SatixFy Ordinary Shares issued over the fair value of Endurance’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Regulatory Matters

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for the filings with the Registrar of Companies in the Cayman Islands necessary to effectuate the Business Combination.

Upon Closing, Endurance shall execute the Plan of Merger and shall file the Plan of Merger and such other documents as required by the Cayman Companies Law with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Cayman Companies Law. The Business Combination shall become effective at the Closing when the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands.

Required Vote

The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present. The Transactions will not be consummated if Endurance has less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

Brokers are not entitled to vote on the Business Combination Proposal absent voting instructions from the beneficial holder. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

The approval of the Business Combination Proposal and Merger Proposal is a condition to the consummation of the Transactions. If the Business Combination Proposal is not approved, the other proposals (except an Adjournment Proposal, as described below) will not be presented to the Endurance shareholders for a vote.

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Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that Endurance Acquisition Corp.’s (“Endurance”) entry into the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Endurance, SatixFy MS (“Merger Sub”), and SatixFy Communications Ltd. (“SatixFy”), pursuant to which, among other things, Merger Sub will merge with and into Endurance, with Endurance surviving the merger as a wholly owned subsidiary of SatixFy in accordance with the terms and subject to the conditions of the Business Combination Agreement, and the transactions contemplated by the Business Combination Agreement each be and are hereby authorized, approved, ratified and confirmed in all respects.”

Recommendation of Endurance’s Board of Directors

Endurance’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE Endurance SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

Resale of the SatixFy Ordinary Shares

The SatixFy Ordinary Shares to be issued in connection with the Business Combination will be freely transferable under the Securities Act except for shares issued to any shareholder who may be deemed for purposes of Rule 144 under the Securities Act an “affiliate” of Endurance immediately prior to the Effective Time or an “affiliate” of SatixFy following the Business Combination. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control with, SatixFy or Endurance (as appropriate) and may include the executive officers, directors and significant shareholders of SatixFy or Endurance (as appropriate).

Stock Exchange Listing of the SatixFy Ordinary Shares

SatixFy will use commercially reasonable efforts to cause, prior to the Effective Time, the SatixFy Ordinary Shares and the SatixFy Public Warrants to be approved for listing on the NYSE under the symbols “SATX” and “SATXW,” respectively, subject to official notice of issuance. Approval of the listing on the NYSE of the SatixFy Ordinary Shares and the SatixFy Public Warrants (subject to official notice of issuance) is a condition to each party’s obligation to complete the Business Combination.

Delisting and Deregistration of Endurance ordinary shares

If the Business Combination is completed, Endurance Public Shares, the Endurance Public Warrants and Endurance Units will be delisted from Nasdaq and will be deregistered under the Exchange Act.

Combined Company Status as a Foreign Private Issuer under the Exchange Act

SatixFy expects to remain a “foreign private issuer” ​(under SEC rules). Consequently, upon consummation of the Business Combination, SatixFy will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. SatixFy will be required to file its annual report on Form 20-F for the year ending December 31, 2022 with the SEC by April 30, 2023. In addition, SatixFy will furnish reports on Form 6-K to the SEC regarding certain information required to be publicly disclosed by SatixFy in Israel or that is distributed or required to be distributed by SatixFy to its shareholders.

Based on its foreign private issuer status, SatixFy will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act, including: (i) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (iii) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified

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significant events. In addition, foreign private issuers will be required to file their annual report on Form 20-F by 120 days after the end of each fiscal year, while U.S. domestic issuers that are non-accelerated filers are required to file their annual report on Form 10-K within 90 days after the end of each fiscal year. SatixFy will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. SatixFy will also have the option to follow certain home country corporate governance practices rather than those of the NYSE, provided that it discloses the requirements it is not following and describe the home country practices it is following.

Despite its initial exemption due to its foreign private issuer status, SatixFy, and following the consummation of the Business Combination, SatixFy, nevertheless expects to issue interim quarterly financial information publicly and to furnish it to the SEC on Form 6-K following the Business Combination.

See “Risk Factors — Risks Related to Being a Public Company — We are a foreign private issuer and, as a result, are not subject to U.S. proxy rules but are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer” and “Management Following the Business Combination — Corporate Governance Practices.”

Combined Company Status as an Emerging Growth Company under U.S. Federal Securities Laws and Related Implications

Each of Endurance and SatixFy is, and, following the Business Combination, the combined company is expected to be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, SatixFy will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, and reduced disclosure obligations, including with regard to executive compensation (for which SatixFy will also be eligible so long as it remains a foreign private issuer and such reduced disclosure is permitted by Israeli standards). If some investors find SatixFy’s securities less attractive as a result, there may be a less active trading market for SatixFy’s securities and the prices of SatixFy’s securities may be more volatile.

The JOBS Act exempts emerging growth companies from certain SEC disclosure requirements and standard and SatixFy intends to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as it qualifies as an emerging growth company, including, but not limited to, (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) presenting only two years of audited consolidated financial statements until we file our first annual report with the SEC, including in this proxy statement/prospectus, and (3) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or current or future PCAOB rules requiring supplements to the auditor’s report providing additional information about the audit and the consolidated financial statements (critical audit matters or auditor discussion and analysis). Although under the JOBS Act emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies, this exemption does not apply to companies, such as SatixFy, reporting under IFRS since IFRS does not provide for different transition periods for public and private companies.

SatixFy will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of SatixFy’s initial public offering, (b) in which SatixFy’s has total annual gross revenue of at least $1.07 billion, or (c) in which SatixFy is deemed to be a large accelerated filer, which means that SatixFy has been a reporting company for at least 12 months, has filed an annual report and the market value of SatixFy’s common equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which SatixFy has issued more than $1.0 billion in non-convertible debt securities during the prior rolling three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

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PROPOSAL TWO — THE MERGER PROPOSAL

The Merger Proposal, if approved, will authorize the Plan of Merger.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the Business Combination, Merger Sub will merge with and into Endurance, with Endurance surviving as a wholly-owned subsidiary of SatixFy. See the section entitled “Proposal One — The Business Combination Proposal” for a description of the Business Combination and its structure.

Required Vote

The approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding at least two-thirds of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present. The approval of the Business Combination Proposal and the Merger Proposal is a condition to the consummation of the Business Combination.

Brokers are not entitled to vote on the Merger Proposal absent voting instructions from the beneficial holder. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Resolutions to be Voted Upon

The full text of the resolutions to be voted upon is as follows:

“RESOLVED, as a special resolution, that:

(1)

the Plan of Merger, by and among Endurance Acquisition Corp. (“Endurance”), SatixFy MS (“Merger Sub”), and SatixFy Communications Ltd. (“SatixFy”), substantially in the form appended to the Business Combination Agreement, dated as of March 8, 2022, by and among Endurance, Merger Sub and SatixFy, (the “Plan of Merger”) be and is hereby authorized and approved in all respects;

(2)

Endurance be authorized to merge with Merger Sub (the “Business Combination”) so that Endurance be the surviving company (surviving the Business Combination as a wholly owned subsidiary of SatixFy, in accordance with the terms and subject to the conditions of the Business Combination Agreement and Plan of Merger) and all the undertaking, property and liabilities of Merger Sub shall vest in Endurance by virtue of the merger pursuant to the provisions of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”);

(3)

Endurance be authorized to enter into the Plan of Merger;

(4)

there being no holders of any outstanding security interest granted by Endurance immediately prior to the Effective Time (as defined in the Plan of Merger), the Plan of Merger be executed by any one director on behalf of Endurance and any director or delegate or agent thereof be authorized to submit the Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands;

(5)

as at the Effective Time, the Memorandum and Articles of Association of Endurance will be in the form attached to the Plan of Merger; and

(6)

all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these Resolutions by any director or officer of Endurance in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”

Recommendation of Endurance’s Board of Directors

Endurance’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT Endurance SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL

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The existence of financial and personal interests of one or more of Endurance’s directors or officers may result in a conflict of interest on the part of such director(s) or officer(s) between what he, she or they may believe is in the best interests of Endurance and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. See the section above entitled “Proposal One — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for a further discussion.

Appraisal Rights under the Cayman Companies Law

Holders of record of Endurance ordinary shares may have appraisal rights in connection with the Business Combination under the Cayman Companies Law. Holders of record of Endurance ordinary shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Endurance ordinary shares must give written objection to the Business Combination to Endurance prior to the shareholder vote to approve the Business Combination and follow the procedures set out in Section 238 of the Cayman Companies Law, noting that any such dissenter rights may subsequently be lost and extinguished pursuant to Section 239 of the Cayman Companies Law which states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. These statutory appraisal rights are separate to and mutually exclusive of the right of Endurance Public Shareholders to demand that their Endurance Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Endurance Articles. It is possible that if an Endurance Public Shareholder exercises appraisal rights, the fair value of the Endurance ordinary shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than such holder would obtain if he, she, or it exercised his, her or its redemption rights as described herein. Endurance believes that such fair value would equal the amount that Endurance Public Shareholders would obtain if they exercise their redemption rights as described herein. Endurance Public Shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise Dissent Rights. An Endurance shareholder which elects to exercise Dissent Rights must do so in respect of all of the Endurance ordinary shares that person holds and will lose their right to exercise their redemption rights as described herein. See “Extraordinary General Meeting of Endurance Shareholders — Appraisal Rights under the Cayman Companies Law” for more information.

Endurance shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Law.

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PROPOSAL THREE — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal, if adopted, will allow the chairman of the extraordinary general meeting to adjourn the extraordinary general meeting to a later date or dates, if necessary. In no event will Endurance solicit proxies to adjourn the extraordinary general meeting or consummate the Transactions beyond the date by which it may properly do so under the Endurance Articles. The purpose of the Adjournment Proposal is to provide more time to meet the requirements that are necessary to consummate the Transactions. See the section titled “Proposal One — The Business Combination Proposal” and “Proposal Two — The Merger Proposal.”

Consequences If the Adjournment Proposal Is Not Approved

If the Adjournment Proposal is presented to the meeting and is not approved by the shareholders, Endurance’s board of directors may not be able to adjourn the extraordinary general meeting to a later date or dates. In such event, the Transactions would not be completed.

Required Vote

The approval of the Adjournment Proposal will require an ordinary resolution under Cayman Islands law and pursuant to the Endurance Articles, being the affirmative vote of shareholders holding a majority of the Endurance ordinary shares which are voted on such resolution in person or by proxy at the extraordinary general meeting at which a quorum is present.

Brokers are not entitled to vote on the Adjournment Proposal absent voting instructions from the beneficial holder. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates to be determined by the chairman of the extraordinary general meeting, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting or to seek withdrawals if Endurance’s public shareholders have elected to redeem an amount of Class A ordinary shares, par value $0.0001 per share, such that Endurance reasonably expects the minimum available cash condition contained in the Business Combination Agreement, dated as of March 8, 2022 (as it may be amended and/or restated from time to time), by and among Endurance Acquisition Corp. (“Endurance”), SatixFy MS, and SatixFy Communications Ltd. would not be satisfied, be and is hereby approved.”

Recommendation of Endurance’s Board of Directors

Endurance’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT Endurance SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL, IF PRESENTED.

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THE BUSINESS COMBINATION AGREEMENT

For a discussion of the Business Combination structure and Business Combination consideration provisions of the Business Combination Agreement, see the sections entitled “Proposal One — The Business Combination Agreement Proposal” and “Proposal Two — The Merger Proposal.” Such discussion and the following summary of other material provisions of the Business Combination Agreement is qualified by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to the proxy statement/prospectus. All Endurance shareholders are encouraged to read the Business Combination Agreement in its entirety for a more complete description of the terms and conditions of the Business Combination. You are urged to read carefully the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination. The legal rights and obligations of the parties to the Business Combination Agreement are governed by the specific language of the Business Combination Agreement, and not this summary.

The Business Combination Agreement, as amended, summary below is included in this proxy statement/​prospectus only to provide you with information regarding the terms and conditions of the Business Combination Agreement and not to provide any other factual information regarding Endurance, SatixFy or their respective businesses. Accordingly, the representations and warranties and other provisions of the Business Combination Agreement should not be read alone, but instead should be read only in conjunction with the information provided elsewhere in this proxy statement/prospectus. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties to the Business Combination Agreement and are subject to important qualifications and limitations agreed to by such parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the underlying disclosure letters, which is referred to herein as the “Endurance Disclosure Letter” and the “SatixFy Disclosure Letter,” respectively, and collectively as the “Disclosure Letters,” which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and was used for the purpose of allocating risk among the parties to the Business Combination Agreement rather than for the purpose of establishing matters as facts. Endurance and SatixFy do not believe that the Disclosure Letters contain information that is material to an investment decision. Moreover, certain representations and warranties in the Business Combination Agreement may, may not have been or may not be, as applicable, accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Endurance or SatixFy or any other matter.

Overview of the Transactions Contemplated by the Business Combination Agreement

The Business Combination Agreement provides for the merger of Merger Sub with and into Endurance, with Endurance continuing as the surviving entity and a wholly-owned subsidiary of SatixFy. As a result of the Business Combination, SatixFy will continue as the parent/public company.

Closing and Effective Time

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the Closing will take place as promptly as reasonably practicable, but in no event later than three (3) Business Days after the first date on which all conditions set forth in Article VI of the Business Combination Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or such other place, date and/or time as Endurance and SatixFy may mutually agree to in writing. Upon closing of the Business Combination, SatixFy will own all of the capital stock of Endurance. The Transactions are expected to be consummated promptly after the extraordinary general meeting of Endurance’s shareholders described in this proxy statement/prospectus.

As of the date of this proxy statement/prospectus, the parties expect that the Business Combination will be effective during the third or fourth quarter of 2022. However, there can be no assurance as to when or if the Business Combination will occur.

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If the Transactions are not completed by November 7, 2022, the Business Combination Agreement may be terminated by either Endurance or SatixFy. However, a party may not terminate the Business Combination Agreement pursuant to the provision described in this paragraph if such party’s breach of the Business Combination Agreement proximately caused the failure to consummate the Transactions to be consummated on or before such date. See “— Termination”.

Consideration and Effects of the Business Combination

Treatment of SatixFy Preferred Shares — The Preferred Share Conversion

Prior to the Effective Time, each SatixFy Preferred Share issued and outstanding at the end of the date immediately prior to the Closing Date will be converted into one (1) SatixFy Ordinary Share, effective as of the end of such date immediately prior to the Closing Date.

Pre-Closing Recapitalization

Immediately following the Preferred Share Conversion but prior to the Effective Time, each SatixFy Ordinary Share issued and outstanding immediately following the Preferred Shared Conversion, but prior to the Effective Time, will be converted into a number of SatixFy Ordinary Shares determined by multiplying each such SatixFy Ordinary Share by the Exchange Ratio.

For the purposes of the Business Combination Agreement, the “Exchange Ratio” means the number equal to the quotient obtained by dividing:

•

(a) the number equal to the quotient obtained by dividing:

•

(1)(i) $365,000,000 (the “Equity Value”), plus (ii) the aggregate amount of the exercise price that would be paid to SatixFy in respect of all SatixFy Options that have become vested or are expected to vest on or prior to the Effective Time in accordance with the terms of the 2020 Share Award Plan and such SatixFy Option (after taking into consideration any accelerated vesting that may occur in connection with the Closing, if any) if all such vested SatixFy Options were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept) (the “Vested SatixFy Options”), plus (iii) the aggregate amount of the exercise price that would be paid to SatixFy in respect of SatixFy Warrants if all SatixFy Warrants were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept) by

•

(2) the sum of (a) the aggregate number of SatixFy Preferred Shares and SatixFy Ordinary Shares (the “SatixFy Shares”) outstanding as of immediately prior to the consummation of the Pre-Closing Recapitalization (and after, for the avoidance of doubt, giving effect to the Company Preferred Share Conversion, but excluding any SatixFy Shares held by SatixFy in treasury), (b) the aggregate number of SatixFy Ordinary Shares subject to Vested SatixFy Options as of immediately prior to the consummation of the Pre-Closing Recapitalization, and (c) the aggregate number of SatixFy Ordinary Shares issuable upon exercise of the SatixFy Warrants as of immediately prior to the consummation of the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any SatixFy Warrant that has been exercised prior to such time in accordance with its terms either for SatixFy Shares or a cash payment in accordance with the terms thereof); provided that, in the case of this clause 2, such sum shall exclude, for the avoidance of doubt, any SatixFy Ordinary Shares or other capital stock of the Company issued or issuable in connection with the PIPE Financing, the Debt Financing, the Backstop Facility, the Equity Line of Credit or any Permitted Interim Financing,

by

•

(b) $10.00.

No later than two (2) Business Days prior to the Closing Date, SatixFy shall deliver to Endurance its good faith estimate of the Exchange Ratio. SatixFy shall consider in good faith Endurance’s comments thereto (or to any component thereof), it being understood that Endurance’s approval of the Exchange Ratio

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will not be a condition to Endurance’s obligations to consummate the transactions contemplated by the Business Combination Agreement and SatixFy shall have no obligation to revise the Exchange Ratio to reflect any comments provided by Endurance. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any share split, split-up, reverse share split, recapitalization, share dividend or share distribution (including any dividend or distribution of securities convertible into SatixFy Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change (in each case, other than the Pre-Closing Recapitalization and the Preferred Share Conversion (collectively the “Capital Restructuring”)) with respect to SatixFy Ordinary Shares occurring on or after the date hereof and prior to the Closing.

Treatment of SatixFy Options

Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy Option outstanding and unexercised immediately prior to the Effective Time, will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such option by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the per share exercise price will determined by dividing the exercise price of such option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent.

Treatment of SatixFy Warrants

Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy Warrant will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such warrant by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the per share exercise price will be determined by dividing the per share exercise price of such warrant immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Substantially all SatixFy Warrants issued and outstanding will be exercised on a cashless basis assuming a then price per share equal to $10.00, and no SatixFy Warrants shall survive after the Effective Time.

Treatment of Endurance Units

Upon consummation of the Business Combination, Endurance Units will automatically separate into the underlying Endurance Class A ordinary shares and Endurance warrants and will be converted into SatixFy Ordinary Shares and SatixFy Warrants pursuant to the applicable provisions of the Business Combination Agreement.

Treatment of Endurance Ordinary Shares

At the Effective Time, each Endurance ordinary share (excluding any Endurance ordinary shares held by Endurance as treasury shares, Endurance Public Shares in respect of which the applicable holder thereof has validly exercised his, her or its redemption right (and not waived, withdrawn or otherwise lost such rights) (“Redeeming Endurance Shares”) and Endurance ordinary shares that are (i) issued and outstanding immediately prior to the Effective Time and (ii) held by an Endurance shareholder who has validly exercised his, her or its Dissent Rights (and not waived, withdrawn, forfeited, failed to perfect or otherwise lost such rights) (“Dissenting Endurance Shares”)) that is issued and outstanding immediately prior to the Effective Time (collectively, the “Eligible Endurance Shares”) shall be converted automatically into, and the holders of such Eligible Endurance Shares shall be entitled to receive from the Exchange Agent, for each Eligible Endurance Share, one (1) SatixFy Ordinary Share after giving effect to the Capital Restructuring (the “Merger Consideration”), following which all Eligible Endurance Shares shall automatically be canceled and shall cease to exist by virtue of the Business Combination. As of the Effective Time, the holders of Eligible Endurance Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Eligible Endurance Shares, except as provided herein or under applicable law.

Treatment of Endurance Warrants

At the Effective Time, SatixFy will assume the Existing Endurance Warrant Agreement (as defined herein) and each Endurance warrant that is issued and outstanding immediately prior to the Effective Time

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shall automatically and irrevocably be converted into a corresponding SatixFy Warrant exercisable for one (1) SatixFy Ordinary Share under the terms and conditions of the SatixFy Warrant Assumption Agreement.

Treatment of Endurance Treasury Shares

At the Effective Time, each Endurance Share that is issued and outstanding and held immediately prior to the Effective Time by Endurance as treasury shares (if any) shall be automatically canceled and extinguished without any conversion thereof and no consideration shall be paid with respect thereto.

Treatment of Redeeming Endurance Shares

At the Effective Time, each Redeeming Endurance Share that is issued and outstanding immediately prior to the Effective Time (if any) shall be automatically canceled and extinguished and shall thereafter represent only the right to be paid a pro rata share of the aggregate amount payable with respect to the exercise of Endurance shareholder redemption rights in accordance with the Endurance Articles.

Treatment of Redeeming Dissenting Endurance Shares

At the Effective Time, each Dissenting Endurance Share that is issued and outstanding immediately prior to the Effective Time (if any) shall be automatically cancelled and extinguished and shall thereafter represent only such rights as are granted by the Cayman Companies Law to a holder of Dissenting Endurance Shares. If any Dissenting Endurance Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time and the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with the Business Combination Agreement and shall not thereafter be deemed to be Dissenting Endurance Shares.

Price Adjustment Shares

Immediately following the Effective Time, SatixFy will issue a total of 27,500,000 Price Adjustment Shares with SatixFy’s founders receiving 27,000,000 Price Adjustment Shares and the Sponsor receiving 500,000 Price Adjustment Shares in exchange for providing the PIPE Escrow Shares as downside protection for the PIPE Investors. See “Security Ownership of Certain Beneficial Owners and Management of Endurance, SatixFy and the Combined Company” for more information.The Price Adjustment Shares vest at three price adjustment achievement dates as follows:

•

One-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days.

•

One-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days.

•

One-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days.

The share price targets shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalization, reclassifications, combinations, exchanges of shares and other similar changes or transactions to the SatixFy Ordinary Shares occurring on or after the Closing.

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In the event of a SatixFy change in control transaction within ten (10) years following the closing of the Business Combination, all of the unvested Price Adjustment Shares not earlier vested will vest immediately prior to the closing of such change in control.

If the Price Adjustment Shares do not vest according to the achievement dates above, or if a change of control has no occurred after the Closing and prior to the date that is ten (10) years following the Closing Date, then any unvested Price Adjustment Shares shall automatically be forfeited back to SatixFy for no consideration.

Board of Directors of the Combined Company

At the Effective Time, the SatixFy board shall initially have a minimum of three (3) and a maximum of nine (9), composed as follows: (i) the then-current Chief Executive Officer of SatixFy, (ii) one (1) member initially designated by the Sponsor and (iii) up to seven (7) members initially designated by SatixFy.

PIPE Financing

Prior to, but conditioned upon the Effective Time, SatixFy shall seek to consummate a PIPE Financing pursuant to, and in the amounts set forth in the Subscription Agreements. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and SatixFy agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the Business Combination, an aggregate of 2,910,000 PIPE Units consisting of (i) one PIPE Share and (ii) one-half of one PIPE Warrant exercisable for one SatixFy Ordinary Share at a price of $11.50 per share for a purchase price of $10.00 per unit, for gross proceeds of $29,100,000. Affiliates of the Sponsor agreed to purchase $10,000,000 of SatixFy units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors. See “Agreements Entered into in Connection with the Business Combination Agreement — Subscription Agreements” for more information.

Backstop Facility

Prior to the Closing, SatixFy and Endurance shall use commercially reasonable efforts to obtain a revolving credit agreement entered into between SatixFy and the institutional lender and its affiliates that are lenders under the Debt Financing pursuant to which SatixFy may borrow from time to time up to $25,000,000. The entry into or the consummation of the Backstop Facility will not be a condition to the obligations of either SatixFy or Endurance to consummate the Closing. No amount of cash committed to SatixFy pursuant to the Backstop Facility shall be included for purposes of the Aggregate Transaction Proceeds, except to the extent the Backstop Facility has been entered into prior to or concurrently with the Effective Time.

Withholding

Payments received under the Business Combination Agreement are subject to applicable withholding requirements.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of Endurance relating, among other things, to:

•

organization and qualification;

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the authorization, delivery and enforceability of the Business Combination Agreement and the Ancillary Documents;

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Consents and requisite government approvals;

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brokers;

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information supplied;

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capitalization;

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•

SEC filings;

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Trust Account;

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indebtedness;

•

transactions with affiliates;

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litigation;

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compliance with applicable law;

•

business activities;

•

internal controls; stock exchange listing; financial statements

•

no undisclosed liabilities;

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tax matters;

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material contracts; no defaults;

•

absence of changes;

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employee benefit plans;

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Sponsor Letter Agreement;

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Investment Company Act;

•

charter provisions;

•

compliance with international trade and anti-corruption laws;

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investigation; and

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residency.

The Business Combination Agreement contains representations and warranties of SatixFy and its subsidiaries relating, among other things, to:

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organization and qualification;

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capitalization;

•

the authorization, delivery and enforceability of the Business Combination Agreement and the Ancillary Documents;

•

financial statements; undisclosed liabilities;

•

consents and requisite governmental approvals; no violations;

•

permits;

•

material contracts; no defaults;

•

absence of changes;

•

litigation;

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compliance with applicable law;

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employee plans;

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environmental matters;

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intellectual property;

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privacy and data security;

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labor matters;

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insurance;

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tax matters;

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brokers;

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real and personal property;

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transactions with affiliates;

•

compliance with international trade and anti-corruption laws;

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PIPE Financing;

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Equity Line of Credit;

•

governmental grants;

•

information supplied; and

•

Investigation.

None of the representations and warranties of Endurance, SatixFy or Merger Sub contained in the Business Combination Agreement or any certificate or instrument delivered pursuant to the Business Combination Agreement will survive the Closing, other than those covenants and agreements that by their terms survive the Effective Time and certain miscellaneous provisions of the Business Combination Agreement.

Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of SatixFy are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Under the Business Combination Agreement, certain representations and warranties of Endurance are qualified in whole or in part by a material adverse effect on the ability of Endurance to enter into and perform its obligations under the Business Combination Agreement standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, a material adverse effect with respect to SatixFy (“SatixFy Material Adverse Effect”) any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (x) the business, results of operations or financial condition of SatixFy and its subsidiaries, taken as a whole, or (y) the ability of SatixFy and its subsidiaries to consummate the transactions contemplated by the Business Combination Agreement before the applicable Termination Date.

However, none of the following, alone or in combination, shall be taken into account in determining whether a SatixFy Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of the Business Combination Agreement from or related to:

(i)   general business or economic conditions in or affecting the United States, Israel or any other jurisdiction where any of SatixFy and its subsidiaries operate, or changes therein, or the global economy generally;

(ii)   acts of war, sabotage or terrorism (including cyberterrorism) in the United States, Israel, the United Kingdom, or any other jurisdiction where any of SatixFy and its subsidiaries operate;

(iii)   changes in conditions of the financial, banking, capital or securities markets generally in the United States, Israel, the United Kingdom, or any other jurisdiction where any of SatixFy and its subsidiaries operate, or changes therein, including changes in interest rates and changes in exchange rates;

(iv)   changes in any applicable Laws, regulatory policies or IFRS or any guidance relating thereto or any official interpretation thereof;

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(v)   any change, event, effect or occurrence that is generally applicable to the industries or markets in which SatixFy or its subsidiaries operate;

(vi)   the execution or public announcement of the Business Combination Agreement or the pendency or consummation of the transactions contemplated by the Business Combination Agreement, including the impact thereof on the relationships, contractual or otherwise, of SatixFy or its subsidiaries with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third-parties related thereto;

(vii)   any failure by SatixFy or its subsidiaries to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a SatixFy Material Adverse Effect if otherwise contemplated by, and not otherwise excluded from, this definition); or

(viii)   any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, explosions, epidemics, pandemics (including COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)), acts of God or other natural disasters or comparable events, or any escalation of the foregoing, or (ix) any action taken or not taken at the written request of Endurance.

However, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) may be taken into account in determining whether a SatixFy Material Adverse Effect has occurred or is reasonably likely to occur to the extent (and only to the extent) such change, event, effect or occurrence has a disproportionate adverse effect on SatixFy or its subsidiaries, taken as a whole, relative to other participants operating in the industries or markets in which SatixFy or its subsidiaries operate.

Covenants

The parties have each agreed to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by the Business Combination Agreement. Endurance and SatixFy have each also agreed that (a) SatixFy shall, and shall cause its subsidiaries to use commercially reasonable efforts to (i) conduct and operate their respective businesses in the ordinary course in all material respects (ii) maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of SatixFy and its subsidiaries, taken as a whole, (iii) keep available the services of the key employees of SatixFy and (iv) preserve existing relations and goodwill of SatixFy and its subsidiaries with major customers, supplies, distributors and creditors of SatixFy and its subsidiaries, and (b) Endurance shall use its commercially reasonable efforts to comply with and continue performing under the its governing documents, the Investment Management Trust Agreement, dated as of September 14, 2021, by and between Continental and Endurance (the “Trust Agreement”) and all other agreements or contracts to which Endurance may be a party, in each case through the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.

Endurance and SatixFy have agreed that, unless otherwise contemplated under the Business Combination Agreement or any Ancillary Document or required by applicable law, and subject to certain disclosed exceptions, neither SatixFy nor its subsidiaries will take the following actions during the interim period from the date of the Business Combination Agreement through the earlier of the Closing or the valid termination of the Business Combination Agreement pursuant to its terms, among others, except as consented to in writing by Endurance (such consent, not to be unreasonably withheld, conditioned or delayed):

•

declare, set aside, make or pay a dividend on, or make any other distribution or payment (whether in cash, shares, stock or property) in respect of, any equity Securities of SatixFy or its subsidiaries or repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, any outstanding equity securities of SatixFy or its subsidiaries, other than (x) dividends or distributions, declared, set aside or paid by any of SatixFy’s Subsidiaries, (y) any dividends or distributions

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required under the governing documents of any joint venture of any subsidiaries of SatixFy, if any, and (z) repurchases of any equity securities pursuant to its existing equity incentive awards as of the date hereof in accordance with the terms thereof existing as of the date hereof (or equity incentive awards permitted to be issued pursuant to the Business Combination Agreement on and after the date hereof);

•

(A) merge, consolidate, combine or amalgamate any SatixFy or any of its subsidiaries with any person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any equity security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof;

•

adopt any amendments, supplements, restatements or modifications to SatixFy’s or any of its subsidiaries’ governing documents or the Shareholder Agreement;

•

subdivide, split, consolidate, combine or reclassify any of its share capital, capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares of its share capital or capital stock;

•

(A) transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or voluntarily subject to a lien (other than a permitted lien or a lien in respect of the equity securities of SatixFy), any equity securities of SatixFy or its subsidiaries or Merger Sub or (B) grant any options, restricted stock, restricted stock units, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any SatixFy or its subsidiaries or Merger Sub to issue, deliver or sell any equity securities of SatixFy or its subsidiaries, other than (i) to employees and independent contractors of SatixFy or its subsidiaries (but not to certain key individuals) in the ordinary course of business consistent with past practice in a cumulative amount not to exceed 600,000 options, in each case, out of the 2020 Share Award Plan, (ii) the issuance of shares of capital stock of SatixFy upon the exercise of any SatixFy Option outstanding on the date of the Business Combination Agreement (or equity incentive awards permitted to be issued pursuant to the Business Combination Agreement on and after the date hereof) in accordance with the terms of the applicable SatixFy equity plan and the underlying grant, award or similar agreement, (iii) pursuant to the PIPE Financing, or (iv) in connection with any Permitted Interim Financing;

•

incur, create or assume any indebtedness for borrowed money in excess of $5,000,000 (either individually or in the aggregate), other than (x) any amounts payable under purchase orders, including any trade payables, (y) between the Company and any of its wholly owned Subsidiaries or between any of such wholly owned Subsidiaries or (z) in connection with borrowings, extensions of credit and other financial accommodations under SatixFy’s and it subsidiaries’ existing credit facilities, notes and other existing Indebtedness and, in each case, any refinancings thereof (excluding the Backstop Facility);

•

make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person, other than (A) intercompany loans or capital contributions between SatixFy and any of its subsidiaries, (B) the reimbursement of expenses of employees in the ordinary course of business, (C) prepayments and deposits paid to suppliers of SatixFy or its subsidiaries in the ordinary course of business, (D) trade credit extended to customers of SatixFy or its subsidiaries in the ordinary course of business, (E) advances to wholly owned subsidiaries of SatixFy and (F) other such loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any person in an aggregate amount not to exceed $2,000,000;

•

except (w) as required under the existing terms of any employee benefit plan, (x) as required under the terms of the Business Combination Agreement (including pursuant to Section 5.16 of the Business Combination Agreement), (y) as required by any applicable Law or (z) in the ordinary course of business, (A) adopt, enter into, terminate or materially amend or modify any material employee benefit plan of SatixFy or its subsidiaries, (B) materially increase the compensation payable to any member of SatixFy’s management, (C) accelerate, by any action or omission of SatixFy or its subsidiaries, any payment, right to payment, vesting or benefit, or the funding of any payment, right to payment, vesting or benefit, payable or to become payable to any member of SatixFy’s management, or (D) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any member of SatixFy’s management;

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(i) materially modify, extend (other than extension in the ordinary course of business), terminate, negotiate, or enter into any collective bargaining agreement or (ii) recognize or certify any labor union, works council, or other labor organization or group of employees of SatixFy or its subsidiaries as the bargaining representative for any employees of SatixFy or its subsidiaries;

•

hire, engage, terminate (without cause), furlough, or temporarily lay off any member of SatixFy management;

•

implement or announce any closings, employee layoffs, furloughs, reductions-in-force, reduction in terms and conditions of employment, or other personnel actions that could implicate the Worker Adjustment and Retraining Notification Act;

•

make, change or revoke any material election concerning taxes (including, for the avoidance of doubt, making any U.S. federal income tax entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) with respect to SatixFy), change or otherwise modify any material income or other method of accounting as such relates to taxes, amend any material tax return, surrender any right to claim a material refund of taxes, enter into any tax closing agreement, settle any material tax claim or assessment, change SatixFy’s jurisdiction of tax residence, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment;

•

enter into any settlement, conciliation or similar contract outside of the ordinary course of business the performance of which would involve the payment by SatixFy or its subsidiaries in excess of either $2,500,000 individually or $5,000,000 in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on SatixFy or its subsidiaries (or Endurance or any of its affiliates after the Closing);

•

authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial winding up, liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving SatixFy or its subsidiaries (other than dormant entities), or to voluntarily initiate or permit or consent to any proceeding of insolvency, bankruptcy, receivership, administration, conservatorship or other similar proceeding involving SatixFy or its subsidiaries (other than dormant entities);

•

change SatixFy’s, or its subsidiaries’ methods of accounting in any material respect, other than changes that are made in accordance with IFRS or PCAOB standards;

•

enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement;

•

except for entries, modifications, amendments, waivers or terminations in the ordinary course of business, enter into, materially modify, materially amend, waive any material right under or voluntarily terminate (excluding any termination for breach by the counterparty(ies) or expiration in accordance with its terms), any material contract or any material real property lease (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such material contract or real property lease pursuant to its terms);

•

sell, lease, license, encumber or otherwise dispose of any properties or assets material to SatixFy or its subsidiaries, taken as a whole, except for the sale, lease, license, or disposition in the ordinary course of business;

•

close any material facility or discontinue any material line of business or material business operations;

•

incur any lien on or transfer (other than pursuant to non-exclusive licenses), let lapse, abandon, sell, assign, exclusively license, or dispose of any material SatixFy owned intellectual property (in each case, other than in the ordinary course of business);

•

except (A) pursuant to SatixFy’s budget as set forth in the Business Combination Agreement, and (B) capital expenditures in the ordinary course of business consistent with past practice necessary to maintain, repair and/or prevent damage to any of SatixFy’s assets or as is necessary in the event of an emergency situation, after prior notice to Endurance (provided that if the nature of such emergency

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renders prior notice to Endurance impracticable, SatixFy shall provide notice to Endurance as promptly as practicable after making such capital expenditure), make or commit to make any capital expenditures in excess of $3,000,000 in the aggregate;

•

engage in any material new line of business; or

•

enter into any contract to take, or cause to be taken, any of the foregoing actions.

In addition, during the period from the date of the Business Combination Agreement until the earlier of its termination or the Closing, subject to applicable legal requirements, SatixFy has agreed to reasonably consult with Endurance and consider Endurance’s input in good faith, in respect of any matters brought to SatixFy’s board of directors, subject to certain limitations set forth in the Business Combination Agreement.

Endurance and SatixFy have agreed that, unless otherwise contemplated under the Business Combination Agreement or any Ancillary Document or required by applicable law, and subject to certain disclosed exceptions, Endurance will not take the following actions during the interim period from the date of the Business Combination Agreement through the earlier of the Closing or the valid termination of the Business Combination Agreement pursuant to its terms, among others, except as consented to in writing by SatixFy (such consent not to be unreasonably withheld, conditioned or delayed):

•

adopt any amendments, supplements, restatements or modifications to the Trust Agreement, SatixFy Warrant Agreement or the Endurance Articles;

•

declare, set aside, make or pay a dividend on, or make any other distribution or payment (whether in cash, shares, stock or property) in respect of, any equity securities of Endurance, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding equity securities of Endurance;

•

(i) merge, consolidate, combine or amalgamate Endurance with any person or (ii) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any equity security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof;

•

subdivide, split, consolidate, combine or reclassify any of its shares, capital stock or other equity securities or issue any other security in respect of, in lieu of or in substitution for shares or shares of its capital stock;

•

incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently, or otherwise) any indebtedness or other liability, except for Endurance working capital loans equal to $500,000 in the aggregate;

•

make any loans or advances to, or capital contributions to, or guarantees for the benefit of, or any investment in, any other person, other than to, of, or in, Endurance;

•

issue any equity securities of Endurance or grant any additional options, warrants or stock appreciation rights with respect to equity securities of Endurance, other than upon a conversion of Endurance Class B Shares into Endurance Class A ordinary shares in accordance with the Endurance Articles;

•

enter into, renew, modify or revise any Endurance related party transaction (or any contract or agreement that if entered into prior to the execution and delivery of the Business Combination Agreement would be an Endurance related party transaction), except for Endurance working capital loans equal to $500,000 in the aggregate (on substantially the same terms as its previous Endurance working capital loan, except that no more than $200,000 in aggregate amount of such Endurance working capital loans may be converted into warrants or other securities (derivative or otherwise) of Endurance, the Company or any of their respective Subsidiaries);

•

engage in any activities or business, other than activities or business (i) in connection with or incident or related to Endurance’s incorporation or continuing corporate (or similar) existence, (ii) contemplated by, or incident or related to, the Business Combination Agreement, any Ancillary Document, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (iii) those that are administrative or ministerial, in each case, which are immaterial in nature;

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make, change or revoke any material election concerning taxes (including, for the avoidance of doubt, making any U.S. federal income tax entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) with respect to Endurance), change or otherwise modify any material method of accounting as such relates to taxes, amend any material tax return, surrender any right to claim a material refund of taxes, enter into any tax closing agreement, settle any tax claim or assessment, change its jurisdiction of tax residence, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment;

•

enter into any settlement, conciliation or similar contract that would require any payment from the Trust Account or that would impose non-monetary obligations on Endurance or any of its Affiliates (or SatixFy or any of its subsidiaries after the Closing);

•

authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving Endurance;

•

change Endurance’s methods of accounting in any material respect, other than changes that are made (i) in accordance with PCAOB standards or (ii) as required by any securities law or any order, directive, guideline, recommendation, statement or guidance issued, passed, approved, published, promulgated or released by the SEC, in each case following reasonable prior consultation with SatixFy and, to the extent such change would (x) adversely affect Endurance’s ability to consummate the transactions contemplated by the Business Combination Agreement, (y) delay the consummation of the transactions contemplated by the Business Combination Agreement or (z) result in any material liability, subject to SatixFy’s prior written consent (solely in the case of clause (y), not to be unreasonably withheld, conditioned or delayed);

•

enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement;

•

except for entries, modifications, amendments, waivers, terminations or non-renewals in the ordinary course of business, enter into, materially modify, materially amend, waive any material right under, terminate (excluding any expiration in accordance with its terms) or fail to renew, any material contract (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such material contract pursuant to its terms);

•

enter into or adopt any Endurance benefit plan or any benefit or compensation plan, policy, program or arrangement that would be an Endurance benefit plan if in effect as of the date of this Agreement;

•

hire, engage, terminate (without cause), furlough, or temporarily lay off any employees;

•

incur any lien on or transfer (other than pursuant to non-exclusive licenses), let lapse, abandon, sell, assign, exclusively license, or dispose of any material intellectual property rights or technology owned by or licensed to Endurance (in each case, other than in the ordinary course of business);

•

engage in any material new line of business; or

•

enter into any contract to take, or cause to be taken, any of the foregoing actions.

The Business Combination Agreement also contains additional covenants of the parties, including, among other things:

•

notifying the other party in writing promptly after learning of any shareholder demands or other shareholder proceedings relating to the Business Combination Agreement, any Ancillary Document or any matters relating thereto and reasonably cooperate with one another in connection therewith;

•

keeping certain information confidential in accordance with the existing non-disclosure agreements;

•

making relevant public announcements;

•

each of Endurance and SatixFy agreeing to pay fifty percent (50%) all transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such similar taxes and fees incurred connection with Business Combination Agreement or the Transactions;

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•

non-solicitation of other acquisition proposals;

•

cooperating on the preparation of this registration statement/proxy statement on Form F-4 relating to the Business Combination;

•

Endurance establishing the record date for the extraordinary general meeting;

•

SatixFy agreeing to use commercially reasonable efforts to cause: its initial listing application with the NYSE (or any other national stock exchange) to be approved: (b) to satisfy all applicable initial listing requirements of the NYSE; and (c) the SatixFy Ordinary Shares and the SatixFy Public Warrants to be approved for listing on the NYSE;

•

Endurance agreeing to, at the Closing, (i) cause the documents, opinions and notices required to be delivered to Continental pursuant to the Trust Agreement to be delivered; and (ii) make all appropriate arrangement to cause Continental to distribute the Trust Account as directed in a termination letter;

•

Endurance agreeing to purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy providing liability insurance coverage with respect to matters occurring on or prior to the Effective Time;

•

SatixFy agreeing to use commercially reasonable efforts to ensure that effective immediately after the Effective Time to take, or cause to be taken, all actions as may be necessary or appropriate such that effective after the Effective Time: (i) the board of directors of SatixFy shall consist of nine (9) directors; (ii) the directors shall be divided into three classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors, including one (1) initially designated by the Sponsor; and (iii) the members of the compensation committee and audit committee of the Company Board shall be determined subject to applicable listing rules of the NYSE, applicable federal securities laws and the requirements of the Israeli Companies Law;

•

SatixFy agreeing to deliver to Endurance, as promptly as reasonably practicable, certain specified financial statements;

•

Endurance agreeing to use commercially reasonable efforts (i) to assist SatixFy in preparation of any financial information or statements that are required to be included in this proxy statement/​prospectus and any other filings to be made by SatixFy with the SEC in connection with the Transactions and (ii) to obtain the consents of its auditors in accordance with applicable legal requirements or requested by the SEC;

•

SatixFy agreeing to approve and adopt an equity incentive plan and file with the SEC a registration statement relating to SatixFy Ordinary Shares issuable pursuant to such plan;

•

SatixFy agreeing not to use Endurance’s or its affiliates’ names, trading symbols, domain name, logos or intellectual property rights;

•

the parties entering into the SatixFy Warrant Assumption Agreement;

•

SatixFy terminating prior to closing certain investor agreements;

•

Endurance maintaining its listing on Nasdaq through the Effective Time; and

•

promptly providing the other parties with written notice of: (a) any event, development or condition of which it obtains knowledge that is reasonably likely to cause any of the conditions set forth in Article VI of the Business Combination Agreement not to be satisfied or (b) the receipt of notice from any person alleging that the consent of such person may be required in connection with the Transactions.

In addition, Endurance and SatixFy agreed that Endurance and SatixFy will prepare and mutually agree upon and SatixFy will file with the SEC, this proxy statement/prospectus on Form F-4 relating to the Business Combination.

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Conditions to Closing of the Transactions

•

Conditions to Each Party’s Obligations

The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver, if permitted by applicable law, in writing by the party for whose benefit such condition exists, of the following conditions:

•

no enacted or promulgated law or order enjoins or prohibits the consummation of the Transactions;

•

the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order shall have been issued by the SEC that remains in effect with respect to the Registration Statement, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

•

the requisite approval of SatixFy’s preferred and ordinary shareholders, SatixFy Shareholders Consents and Waivers and Consent to Shareholders Agreement Termination shall have been obtained;

•

the requisite approval of Endurance’s shareholders shall have been obtained;

•

Endurance has at least $5,000,001 of net tangible assets remaining prior to the Transactions (after giving effect to any redemption requests by Endurance shareholders);

•

SatixFy’s application to list its ordinary shares (including ordinary shares to be issued pursuant to the Business Combination) shall have been approved by the NYSE or another national securities exchange, subject to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders;

•

at the Effective Time, SatixFy’s board of directors shall initially consist of a minimum of three (3) and a maximum of nine (9) members, composed as follows: the then-current chief executive officer of SatixFy, one (1) member initially designated by the Sponsor and up to seven (7) members initially designated by SatixFy;

•

customary bringdown of the representations, warranties and covenants of the parties therein; and

•

the filing and obtaining of certain notices and approvals to and by the Israeli Innovation Authority.

•

Other Conditions to the Obligations of Endurance

The obligations of Endurance to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver, if permitted by applicable law, waiver by Endurance of the following further conditions:

•

certain representations and warranties of SatixFy regarding the organization of SatixFy and its subsidiaries, the capitalization of SatixFy’s subsidiaries, the authority of SatixFy to, among other things, execute and deliver the Business Combination Agreement and each of the Ancillary Documents to which it is or will be a party and to consummate the transactions contemplated thereby, the absence of certain changes and brokers’ fees being true and correct in all material respects as of the Closing Date as if made at and as of such date (or, if given as of an earlier date, as of such earlier date);

•

the representations and warranties set forth in Section 3.2(a) of the Business Combination Agreement (capitalization) regarding the capitalization of SatixFy being true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

•

the other representations and warranties of SatixFy set forth in Article III of the Business Combination Agreement being true and correct (without giving effect to any limitation as to “materiality” or “SatixFy Material Adverse Effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date (or, if given as of an earlier date, as of such earlier date, in which case such representation and warranty shall be true and correct in all respects), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a SatixFy Material Adverse Effect;

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•

SatixFy having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement prior to the Closing;

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since the date of the Business Combination Agreement, no SatixFy Material Adverse Effect has occurred that is continuing;

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Endurance having received a certificate executed by an authorized officer of SatixFy confirming that the conditions specified in the five above bullet points have been satisfied;

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Endurance having received a certificate of the secretary or equivalent officer of each of the Company and Merger Sub certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors or equivalent body of each of the Company and Merger Sub authorizing the execution, delivery, and performance of the Business Combination Agreement and the Transactions, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transactions; and

•

each Ancillary Document shall have been executed and delivered by the parties thereto (other than Endurance and the Sponsor).

Other Conditions to the Obligations of the SatixFy Parties

The obligations of each of SatixFy and Merger Sub (together, the “SatixFy Parties”) to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver, if permitted by applicable law, by the SatixFy Parties of the following further conditions:

•

certain representations and warranties regarding the organization and qualification of Endurance, the authority of Endurance to, among other things, execute and deliver the Business Combination Agreement and each of the Ancillary Documents to which it is or will be a party and to consummate the transactions contemplated thereby, brokers’ fees and the absence of certain changes being true and correct, in all material respects as of the Closing Date, as though made on and as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

•

the representations and warranties set forth in Section 4.6(a) of the Business Combination Agreement (capitalization) regarding the capitalization of Endurance being true and correct in all respects, (except for de minimis inaccuracies) as of the Closing Date (or, if given as of an earlier date, as of such earlier date);

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the other representations and warranties of Endurance set forth in Article IV of the Business Combination Agreement being true and correct (without giving effect to any limitation of “materiality” or “material adverse effect” or any similar limitation set forth in the Business Combination Agreement) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct in all respects, taken as a whole, does not cause a material adverse effect on Endurance;

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Endurance having performed and complied in all material respects with the covenants and agreements required to be performed or complied with by them under the Business Combination Agreement;

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SatixFy having received a certificate of the secretary or equivalent officer of Endurance certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Endurance authorizing the execution, delivery, and performance of the Business Combination Agreement and the Transactions, and that all such resolutions are in full force and effect and are all of the resolutions of the board of directors of Endurance adopted in connection with the Transactions;

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SatixFy having received a certificate executed by an authorized officer of Endurance confirming that the conditions set forth in the five above bullet points have been satisfied;

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each Ancillary Document shall have been executed and delivered by Endurance and the Sponsor (other than SatixFy); and

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•

SatixFy having received from the PIPE Investors and holders of Endurance ordinary shares undertakings that SatixFy has reasonably determined to be required pursuant to the Encouragement of Research Development and Technological Innovation in the Industry Law, 5744-1984 and the rules and regulations promulgated thereunder.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, the following:

•

by mutual written consent of Endurance and SatixFy;

•

by Endurance to the other parties, if any of the representations or warranties set forth in Article III of the Business Combination Agreement shall not be true and correct or if either SatixFy or Merger Sub has breached or failed to perform any covenant or agreement on the part of SatixFy set forth in the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 6.2(a) or Section 6.2(b) of the Business Combination Agreement (See “— Conditions to Each Party’s Obligations” and “— Other Conditions to the Obligations of Endurance” above) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the breaches or failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to SatixFy by Endurance, and (ii) November 7, 2022 (the “Termination Date”); provided, however, that Endurance is not then in breach of the Business Combination Agreement so as to prevent the condition to Closing set forth in either Section 6.3(a) or Section 6.3(b) of the Business Combination Agreement from being satisfied

•

by SatixFy to the other parties, if any of the representations or warranties set forth in Article IV of the Business Combination Agreement shall not be true and correct or if Endurance has breached or failed to perform any covenant or agreement on the part of Endurance set forth in the Business Combination Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 6.3(a) or Section 6.3(b) of the Business Combination Agreement (See “— Conditions to Each Party’s Obligations” and “— Other Conditions to the Obligations of SatixFy” above) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the breaches or failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to Endurance by SatixFy and (ii) the Termination Date; provided, however, neither SatixFy or Merger Sub is then in breach of the Business Combination Agreement so as to prevent the condition to Closing set forth in Section 6.2(a) or Section 6.2(b) of the Business Combination Agreement from being satisfied;

•

by either Endurance or SatixFy to the other parties, if the transactions contemplated by the Business Combination Agreement shall not have been consummated on or prior to the Termination Date; provided that (i) the right to terminate the Business Combination Agreement pursuant to this paragraph shall not be available to Endurance if Endurance’s breach of any of its covenants or obligations under the Business Combination Agreement shall have primarily caused the failure to consummate the transactions contemplated by the Business Combination Agreement on or before the Termination Date and (ii) the right to terminate the Business Combination Agreement pursuant to this paragraph shall not be available to SatixFy if either SatixFy’s or Merger Sub’s breach of its covenants or obligations under the Business Combination Agreement shall have proximately caused the failure to consummate the transaction contemplated by the Business Combination Agreement on or before the Termination Date;

•

by either Endurance or SatixFy to the other parties, if any governmental entity shall have issued an order, promulgated a law or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and non-appealable;

•

by either Endurance or SatixFy to the other parties if the required approval of Endurance’s shareholders shall not have been obtained by reason of the failure to obtain the required vote at

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Endurance’s shareholders meeting duly convened therefor (or at any adjournment thereof taken in accordance with the Business Combination Agreement);

•

by SatixFy to the other parties if, prior to obtaining the required approval of Endurance’s shareholders, Endurance’s Board of Directors (i) shall have changed its recommendation to Endurance’s shareholders to vote in favor of the Business Combination Agreement and the Transactions or (ii) shall have failed to include such recommendation in the Registration Statement; or

•

by Endurance to the other parties if (i) SatixFy’s shareholders have duly voted at a SatixFy shareholder meeting and either the required SatixFy preferred shareholder approval or the required SatixFy shareholder approval shall not been obtained or (ii) SatixFy, in its capacity as shareholder of Merger Sub, revokes the Merger Sub written resolution approving the Business Combination Agreement and the Transactions at any time.

Fees and Expenses

The fees and expenses incurred in connection with the Business Combination Agreement and the Ancillary Documents, and the Transactions, including the fees and disbursements of counsel, financial advisors and accountants, will be paid by the party incurring such fees or expenses; provided that (i) if the Business Combination Agreement is terminated in accordance with its terms, SatixFy shall pay, or cause to be paid, all unpaid SatixFy expenses and Endurance shall pay, or cause to be paid, all unpaid Endurance expenses and (ii) if the Closing occurs, then SatixFy shall pay, or cause to be paid, all unpaid SatixFy expenses and all unpaid Endurance expenses.

Amendments

The Business Combination Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the parties thereto in the same manner as the Business Combination Agreement and which makes reference to the Business Combination Agreement.

Governing Law

The Business Combination Agreement, and all claims or causes of action based upon, arising out of, or related to the Business Combination Agreement or the Transactions, is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

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AGREEMENTS ENTERED INTO IN CONNECTION WITH THE
BUSINESS COMBINATION AGREEMENT

Subscription Agreements

Concurrently with the execution of the Business Combination Agreement, Endurance and SatixFy entered into Subscription Agreements with certain investors. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and SatixFy agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the Business Combination, an aggregate of 2,910,000 PIPE Units consisting of (i) one PIPE Share and (ii) one-half of one PIPE Warrant exercisable for one SatixFy Ordinary Share at a price of $11.50 per share for a purchase price of $10.00 per unit, for gross proceeds of $29,100,000, on the terms and subject to the conditions set forth in the applicable Subscription Agreement. Affiliates of the Sponsor agreed to purchase $10,000,000 of SatixFy units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors. The ordinary shares and the warrants which comprise the units are not attached and will trade separately without any instruction or detachment obligations on the part of SatixFy, the PIPE Investors or the warrant agent.

The PIPE Warrants will be issued in the form attached as an exhibit to the PIPE Warrant Agreement. Each whole PIPE Warrant entitles the holder to one SatixFy Ordinary Share with an exercise price $11.50 per share. The PIPE Warrants are also subject to adjustment for other customary adjustments for stock dividends, stock splits and similar corporate actions. The PIPE Warrants will be exercisable for a period of five years following the closing. The terms of the PIPE Warrants are substantially the same as the existing Endurance warrants.

Pursuant to the terms of the Subscription Agreements, SatixFy will deliver 1,175,192 Escrow Shares issuable to SatixFy shareholders and 391,731 Escrow Shares on behalf of the Sponsor into an escrow account. To the extent that pursuant to the terms of the Subscription Agreements, any amount of Sponsor Interests deposited into the escrow account pursuant to Section 2 of the Subscription Agreements are released from the escrow account to a PIPE Investor pursuant to the terms of Section 2 of the Subscription Agreements, then an amount of Unvested Sponsor Interests that remain subject to vesting equal to the Forfeited Sponsor Interests shall vest effective as of the date any such Forfeited Sponsor Interests are released from the Escrow Account to a PIPE Investor, which Unvested Sponsor Interests shall vest on a pro rata basis as between the Unvested Sponsor Interests subject to vesting at each of the three measurement periods.

As described above, pursuant to the terms of the Subscription Agreements, SatixFy will deliver the Escrow Shares into the escrow account. The Escrow Shares will be released in pro rata portions as follows:

•

In the event that the PIPE Measurement Period VWAP, is less than $10.00 per ordinary share, then the PIPE Investor shall be entitled to receive ordinary shares equal to the product of (x) the number of shares issued to the PIPE Investor at the closing as part of the units held through the PIPE Measurement Date, multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the PIPE Measurement Period VWAP and (B) the denominator of which is the PIPE Measurement Period VWAP. In the event that the PIPE Measurement Period VWAP is less than $6.50, the PIPE Measurement Period VWAP, for the purposes of this calculation shall be deemed to be $6.50.

•

In the event that the PIPE Measurement Period VWAP is equal to or more than $10.00 per ordinary share, all Escrow Shares will be released to the Sponsor and SatixFy shareholders, respectively.

The sale of units to the PIPE Investors pursuant to the Subscription Agreements will be consummated substantially concurrently with the closing of the Business Combination. The Subscription Agreements contain customary representations and warranties of SatixFy, Endurance, and each PIPE Investor and contains customary conditions to closing including, among other things, the accuracy of the representations and warranties as of the closing, the delivery of the purchase price and Escrow Shares into the Escrow Account, and the consummation of the Transactions, provided that the terms of the Business Combination Agreement have not been amended or waived in a manner that materially and adversely affects the economic benefits that the PIPE Investors (in their capacity as such) would reasonably expect to receive under the Subscription Agreements.

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SatixFy agreed to file a registration statement registering the resale of the PIPE Shares, the PIPE Warrants and the ordinary shares underlying the PIPE Warrants within thirty (30) days after consummation of the Transactions.

PIPE Warrant Agreement

Concurrently with the execution of the Business Combination Agreement and in connection with the Subscription Agreements pursuant to which SatixFy has agreed to sell the PIPE Units to the PIPE Investors, SatixFy and Continental entered into that certain warrant agreement, dated the Closing Date, pursuant to which SatixFy agreed to issue 1,455,000 SatixFy Warrants, each entitling the warrant holder to purchase one (1) SatixFy Ordinary Share at an exercise price of $11.50 per share, subject to adjustment and on the terms and subject to the limitations described therein. The PIPE Warrants will be issued on terms identical to the Endurance Public Warrants (and, accordingly, the SatixFy Public Warrants, via the SatixFy Warrant Agreement) in all material respects, except that (i) the PIPE Warrants will bear a unique CUSIP identifier, (ii) the PIPE Warrants will be subject to the resale restrictions and registration rights set forth in the Subscription Agreements, and (iii) the PIPE Warrants will bear a book-entry restrictive legend until registered with the SEC under an effective registration statement.

SatixFy Transaction Support Agreements

Concurrently with the execution of the Business Combination Agreement, certain shareholders of SatixFy entered into the SatixFy Transaction Support Agreements with Endurance and SatixFy, pursuant to which, among other things, they agreed to (i) vote (or cause to be voted, as applicable) the covered shares in favor of all of the matters, actions and proposals necessary to consummate the Transactions contemplated by the Business Combination Agreement, (ii) appear at such meeting or otherwise cause the covered shares to be counted as present at the SatixFy shareholder meeting for purposes of constituting a quorum, (iii) vote (or cause to be voted, as applicable) the covered shares against any proposals which are in competition with or materially inconsistent with, the Business Combination Agreement, not to transfer, assign, or sell their respective shares, except to certain permitted transferees, prior to the consummation of the Transactions and (iv) consent to the transactions contemplated by the Business Combination Agreement. Further, as noted earlier and agreed to in the Transaction Support Agreements, the SatixFy shareholders agree not to transfer their SatixFy Ordinary Shares, except to certain permitted transferees and subject to the amended and restated articles of association of SatixFy. The SatixFy shareholders who entered into the SatixFy Transaction Support Agreements represent the requisite percentage of the vote need to approve all such actions subject to a vote. The SatixFy warrant holders have also agreed to the treatment of warrants set forth in the Business Combination Agreement.

The SatixFy shareholders who entered into the SatixFy Transaction Support Agreements represent the requisite percentage of the vote need to approve all such actions subject to a vote of shareholders of SatixFy.

Amended and Restated Shareholders’ Agreement

Concurrently with the execution of the Business Combination Agreement, SatixFy, the Sponsor, Endurance, the directors and advisors of Endurance and certain security holders of SatixFy entered into the A&R Shareholders’ Agreement, pursuant to which various parties to the A&R Shareholders’ Agreement will be entitled customary demand and/or piggyback registration rights, in each case subject to certain limitations set forth in the A&R Shareholders’ Agreement. In addition, the A&R Shareholders’ Agreement provides that SatixFy will pay certain expenses relating to such registrations and indemnify the security holders against certain liabilities. The rights granted under the A&R Shareholders’ Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to SatixFy securities, and all such prior agreements shall be terminated. In addition, pursuant to the A&R Registration Rights Agreement, the holders thereof agreed to the same registration rights granted to the A&R Shareholders Agreement and to be treated as if they were a holder thereunder.

Additionally, under the A&R Shareholders’ Agreement, the shareholders of SatixFy who are a party thereto have agreed, and (the directors and advisors of Endurance have agreed) not to transfer their SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter. In SatixFy’s amended

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and restated articles of association, the shareholders of SatixFy who are shareholders immediately prior to the closing date of the Business Combination (other than the affiliates of Francisco Partners) are not permitted to transfer their SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter. Pursuant to the A&R Registration Rights Agreement, the holders thereof have agreed not to transfer their SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter.

Amended and Restated Registration Rights Agreement

Concurrently with the execution of the Business Combination Agreement, Endurance, the Sponsor and Cantor Fitzgerald & Co. entered into the A&R Registration Rights Agreement pursuant to which, following completion of the Transactions, the parties to the A&R Registration Rights Agreement will receive the same registration rights as those persons party to the A&R Shareholders’ Agreement. The parties to the A&R Registration Rights Agreement will also be entitled to customary demand and/or piggyback registration rights, in each case subject to certain limitations consistent with A&R Shareholders’ Agreement. The rights granted under the A&R Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to SatixFy or Endurance securities, and all such prior agreements shall be terminated.

SatixFy Warrant Assumption Agreement

Upon the closing of the Business Combination, SatixFy, Endurance and Continental, as warrant agent, will enter into the SatixFy Warrant Assumption Agreement. Such agreement will amend and restate the Existing Endurance Warrant Agreement dated as of September 14, 2021, between Endurance and Continental, to provide for the assignment by Endurance of all its rights, title and interest in the outstanding warrants of Endurance to, and the assumption of such warrants by, SatixFy. Pursuant to the SatixFy Warrant Agreement, all Endurance warrants under the Existing Endurance Warrant Agreement will no longer be exercisable for Endurance Class A ordinary shares, but instead will be exercisable for SatixFy Ordinary Shares.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Letter Agreement, which was subsequently amended by the First Sponsor Letter Amendment and the Second Sponsor Letter Amendment, in favor of SatixFy and Endurance, pursuant to which it has agreed to (i) vote all of the Founder Shares and any other equity securities of Endurance beneficially owned by it in favor of the Business Combination and each other proposal related to the Business Combination proposed by the Endurance board of directors at the extraordinary general meeting of Endurance shareholders called to approve the Business Combination, (ii) appear at such meeting for the purpose of establishing a quorum, (iii) vote all such shares against any action that would reasonably be expected to materially impede, interfere with, delay, postpone, or adversely affect the Business Combination or any of the other Transactions contemplated by the Business Combination Agreement, (iv) not to transfer, assign, or sell such Sponsor Interests it owns (a) prior to the consummation of the Business Combination, except to certain permitted transferees, and (b) for a period of one hundred eighty (180) days following the closing date of the Business Combination, subject to certain exceptions, and (v) waive any adjustment to the Initial Conversion Ratio (as defined in the Endurance Articles) that would otherwise apply pursuant to the amended and restated memorandum and articles of association, and to any other anti-dilution protections or other rights with respect to the Founder Shares or otherwise, as a result of the Transactions. Additionally, the Sponsor agreed not to redeem any Endurance ordinary shares in connection with any shareholder approval of the Business Combination and to waive anti-dilution protections.

The Sponsor has agreed, pursuant to the Second Sponsor Letter Amendment, to irrevocably forfeit and surrender to the Company for cancellation, immediately prior to the consummation of the Business Combination, but conditioned upon the Closing and for no consideration, 800,000 Founder Shares which would otherwise be converted into SatixFy Ordinary Shares upon consummation of the Business Combination.

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The Sponsor has further agreed that if the Aggregate Transaction Proceeds immediately prior to the Effective Time are less than $115,000,000, then 628,000 Founder Shares and 2,652,000 Endurance Private Warrants (together with the shares underlying such warrants), which would otherwise be converted into SatixFy Ordinary Shares and SatixFy Private Warrants, respectively, upon consummation of the Business Combination, shall be subject to the vesting provisions set forth below. All shares and warrants subject to such vesting shall be referred to as the “Unvested Sponsor Interests”:

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

In the event of a SatixFy change in control transaction within five years following the closing of the Business Combination, all of the Unvested Sponsor Interests not earlier vested will vest immediately prior to the closing of such change in control. If the aforementioned conditions are not met within five years following the closing of the Business Combination, all of the Unvested Sponsor Interests not earlier vested will be forfeited. Additionally, to the extent the Sponsor forfeits any Escrow Shares to PIPE Investors, an equal number of the Unvested Sponsor Interests will vest immediately.

The Aggregate Transaction Proceeds means an amount equal to (a) the aggregate cash proceeds to be released to Endurance from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after, for the avoidance of doubt, giving effect to the exercise of Endurance Shareholder Redemption Rights but before release of any other funds), minus (b) Endurance’s expenses, minus (c) the Company’s expenses, plus (d) the aggregate proceeds from the Debt Financing less cash expenses incurred by the Company and its Subsidiaries in connection with the Debt Financing, plus (e) the aggregate proceeds received by the Company pursuant to any Permitted Interim Financing from any investor with whom Sponsor or such affiliate has a material relationship and that is first identified to the Company by Sponsor or its affiliates less cash expenses incurred by the Company and its Subsidiaries in connection with such sale, plus (f) the aggregate proceeds received by the Company in connection with the Closing from the PIPE Financing, plus (g) the aggregate proceeds received by or available to the Company under the Backstop Facility, if the Backstop Facility has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith, plus (h) $37,500,000 attributable to securities that can be sold pursuant to the Equity Line of Credit, if the Equity Line of Credit has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith.

The Sponsor has further agreed pursuant to the First Sponsor Letter Amendment that, with respect to any Endurance working capital loan (or other similar loan of funds) that is or may be convertible into warrants or other securities (derivative or otherwise) of Endurance, the Company or any of their respective Subsidiaries, Endurance and the Sponsor will take all actions within their powers so as to ensure that no more than $200,000 in aggregate amount of such Endurance working capital loans shall be converted into such warrants or other securities (derivative or otherwise), notwithstanding any applicable provisions of the Warrant Agreement, the Assumed Warrant Agreement or any other agreement.

Equity Line of Credit

Concurrently with the execution of the Business Combination Agreement, SatixFy and CF Principal Investments entered into the CF Purchase Agreement and CF Registration Rights Agreement. Pursuant to the CF Purchase Agreement, the Company has the right to sell to CF Principal Investments up to the lesser of

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(i) $75,000,000 of newly issued SatixFy Ordinary Shares and (ii) the number of shares equal to 19.99% of the voting power or number of SatixFy Ordinary Shares issued and outstanding after giving effect to the Business Combination and other transactions contemplated by the Business Combination Agreement, subject to certain exceptions as provided in the CF Purchase Agreement.

Upon the satisfaction of the conditions to CF Principal Investments’ purchase obligation set forth in the CF Purchase Agreement, including, pursuant to the CF Registration Rights Agreement, having a registration statement covering the resale of the shares to be purchased pursuant to the CF Purchase Agreement declared effective by the SEC and a final prospectus relating thereto filed with the SEC, SatixFy will have the right, but not the obligation, from time to time at its sole discretion over the 36-month period from and after the satisfaction of the conditions to CF Principal Investments’, to direct CF Principal Investments to purchase up to a specified maximum amount of its ordinary shares as set forth in the Purchase Agreement by delivering written notice to CF Principal Investments prior to the commencement of trading of the SatixFy Ordinary Shares on the NYSE on any trading day, so long as all of its ordinary shares subject to all prior purchases by CF Principal Investments under the CF Purchase Agreement have theretofore been received by CF Principal Investments electronically as set forth in the CF Purchase Agreement. The purchase price of the ordinary shares that SatixFy may elect to sell to CF Principal Investments pursuant to the CF Purchase Agreement will be determined by reference to the VWAP of the ordinary shares on the date of purchase, which is when SatixFy has timely delivered written notice to CF Principal Investments directing it to purchase its ordinary shares under the CF Purchase Agreement, less a fixed 3.0% discount to such VWAP.

From and after Commencement, SatixFy will control the timing and amount of any sales of its ordinary shares to CF Principal Investments. Actual sales of its ordinary shares to CF Principal Investments under the CF Purchase Agreement will depend on a variety of factors to be determined by SatixFy from time to time, including, among other things, market conditions, the trading price of its ordinary shares and SatixFy’s needs for financing resources. The availability of the Equity Line of Credit is conditioned upon the concurrent consummation of the transactions contemplated by the Business Combination Agreement.

Debt Financing

On February 1, 2022, SatixFy, the Agent, and the lenders thereunder entered into the 2022 Credit Agreement, pursuant to which SatixFy borrowed an aggregate principal amount of $55 million in term loans, which are guaranteed by the Guarantors. The obligations under the 2022 Credit Agreement are secured by a lien and security interest over substantially all of SatixFy’s and the Guarantors’ assets. The 2022 Credit Agreement provides that the term loan matures on February 1, 2026, unless the Business Combination is not consummated by February 1, 2023, in which case the loan matures on August 1, 2024 (or August 1, 2025, if certain financial conditions are met). The loan bears interest at a rate of 9.5% per annum, unless the Business Combination is not consummated by February 1, 2023, in which case the interest rate shall automatically increase by 1.00% to 10.50% on March 31, 2024 and by 1.00% to 11.50% on March 31, 2025. Until the earlier of February 1, 2023 or the consummation of the Business Combination, SatixFy may elect to have up to 100% of any outstanding interest amounts due added to the balance of the term loan in lieu of a cash payment. If the Business Combination has not yet been consummated, SatixFy may elect to have up to 75% of any outstanding interest amounts that become due between February 1, 2023 and February 1, 2024, and 50% of any outstanding interest amounts that become due after February 1, 2024, added to the balance of the term loan in lieu of a cash payment. Upon the consummation of the Business Combination, SatixFy is required to make all interest payments in cash. The 2022 Credit Agreement contains customary covenants that restrict the way in which SatixFy may conduct its business and its ability to take certain actions. In particular, it limits SatixFy’s ability to incur additional indebtedness or liens, dispose of assets to third parties and places restrictions on its ability to repurchase shares or pay dividends. The 2022 Credit Agreement also imposes a financial maintenance covenant, requiring that, for so long as SatixFy has a leverage ratio of total debt to Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement) greater than or equal to 6.00 to 1.00, it must maintain a minimum cash balance of $10 million plus an amount sufficient to cover it and its subsidiaries’ accounts payable that are past 60 days due, which cash is held in deposit accounts subject to a security interest in favor of the Agent for the benefit of the lenders. The 2022 Credit Agreement also contains customary events of default, which provide that the lenders are entitled to automatically accelerate payment of the loans upon the occurrence of an event of default.

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In connection with the 2022 Credit Agreement, SatixFy also entered into an equity grant agreement, dated February 1, 2022, pursuant to which it issued 808,907 SatixFy Ordinary Shares (before giving effect to the Pre-Closing Recapitalization) to the lenders under the 2022 Credit Agreement in consideration for the funds borrowed thereunder.

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INFORMATION ABOUT THE COMPANIES

Endurance Acquisition Corp.

Endurance was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Endurance was incorporated as a Cayman Islands exempted company on April 23, 2021.

On September 17, 2021, Endurance consummated the Endurance IPO of 20,000,000 units, with each unit consisting of one (1) Endurance Class A ordinary share and one-half (1/2) of one (1) Endurance Public Warrant, with each whole warrant entitling the holder thereof to purchase one whole Class A Ordinary Share at a price of $11.50 per share. The Endurance Public Warrants will become exercisable 30 days after the completion of our initial business combination, and will expire five years after the completion of the initial business combination or earlier upon redemption or Endurance’s liquidation. The units from the Endurance IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Simultaneously with the closing of the Endurance IPO, Endurance completed the private sale of an aggregate of 7,630,000 Endurance Private Warrants in a private placement to the Sponsor, which purchased 6,630,000 Endurance Private Warrants, and Cantor Fitzgerald & Co., the representative of the underwriters, which purchased 1,000,000 Endurance Private Warrants, generating gross proceeds to Endurance of $7,630,000 in the aggregate. A total of $201,000,000, comprised of the net proceeds of the Endurance IPO and the sale of the private placement warrants was deposited into the Trust Account, net of underwriting discounts and commissions and other costs and expenses, which became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of the record date, there was approximately $      held in the Trust Account.

The Endurance IPO was conducted pursuant to a registration statement on Form S-1 (Registration No. 333-259098) that became effective on September 17, 2021. Endurance Units, Endurance Class A ordinary shares and the Endurance Public Warrants are currently listed on Nasdaq under the symbols “EDNCU,” “EDNC” and “EDNCW,” respectively.

The mailing address of Endurance’s principal executive office is 630 Fifth Avenue, 20th Floor, New York, NY, 10111 and its telephone number is (646) 585-8975. After the consummation of the Business Combination, Endurance’s principal executive office will be that of SatixFy.

SatixFy Communications Ltd.

SatixFy is a vertically integrated satellite communications systems provider using its own semiconductors, focused on designing chips and systems that serve the entire satellite communications value chain — from the satellite payload to user terminals. SatixFy creates chip technologies capable of enabling satellite-based broadband delivery to markets around the world. Since SatixFy commenced operations in June 2012, through December 31, 2021 it has invested over $180 million in research and development to create what we believe are the most advanced satellite communications and ground terminal chips in the world.

SatixFy develops advanced Application-Specific and Radio Frequency Integrated Circuit chips based on technology designed to meet the requirements of a variety of satellite communications applications, mainly for Low Earth Orbit, Medium Earth Orbit and Geostationary satellite communications systems, Aero/In Flight Connectivity systems and Communications-on-the-Move applications such as public transportation and maritime connectivity. Our chip technology supports Electronically Steered Multibeam Antennas, digital beamforming and beam-hopping, on-board processing for payloads and Software Defined Radio modems — each of which will be critical for providing optimized access to LEO satellite constellations.

The mailing address of SatixFy’s principal executive office is c/o SatixFy Communications Ltd., Attention: Legal, 12 Hamada St., Rehovot 670315 Israel and its telephone number is +(972) 8-939-3200.

SatixFy MS

Merger Sub is a newly formed Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy. Merger Sub was formed solely for the purpose of effecting the Transactions and has not carried on any activities other than those in connection with the Transactions. The address and telephone number for Merger Sub’s principal executive offices are the same as those for SatixFy.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of SatixFy and Endurance, adjusted to give effect to the transactions that were entered into in contemplation of, or that are contemplated by the Business Combination Agreement, including the PIPE Financing and the 2022 Credit Agreement (collectively, the “Pro Forma Transactions”).

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The Equity Line of Credit (together with the Pro Forma Transactions and the other transactions contemplated by the Business Combination Agreement, the “Transactions”) is not reflected in the unaudited pro forma condensed combined financial information because the consummation of the Business Combination is not conditioned on issuances under the Equity Line of Credit and it is uncertain whether the Equity Line of Credit will impact SatixFy’s financial position or operating results as a consequence of the Business Combination. It may, however, have a material impact on SatixFy’s financial position in future periods if SatixFy issues and sells additional shares under the Equity Line of Credit following the Closing. SatixFy’s financial position and results of operations may also be impacted if it issues and sells additional shares or incurs additional indebtedness in connection with any Permitted Interim Financing that it may enter into or consummate prior to or concurrently with the Business Combination.

The unaudited pro forma condensed combined financial information reflects the estimated transaction fees and expenses in connection with all of the Transactions, since the Transactions and associated fees and expenses were incurred in connection with the Business Combination.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2021 assumes that the Pro Forma Transactions occurred on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 presents the pro forma effect of the Pro Forma Transactions for the combined company as if the Pro Forma Transactions had been completed on January 1, 2021.

The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been if the Pro Forma Transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma adjustments reflected in the unaudited pro forma condensed combined financial information are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

This unaudited pro forma condensed combined financial information should be read together with the notes thereto, as well as SatixFy’s audited financial statements as of and for the year ended December 31, 2021 and the related notes thereto, Endurance’s audited financial statements as of December 31, 2021 and for the period from April 23, 2021 (inception) through December 31, 2021 and the related notes thereto, the sections titled “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Endurance’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included elsewhere in this proxy statement/prospectus.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a capital reorganization. Under this method of accounting, Endurance will be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of SatixFy issuing shares in the

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Business Combination for the net assets of Endurance as of the Closing, accompanied by a recapitalization. The net assets of Endurance will be stated at historical cost, with no goodwill or other intangible assets recorded.

SatixFy has determined that it will be the accounting acquirer based on evaluation of the following facts and circumstances:

•

SatixFy’s existing shareholders will have the greatest voting interest in the combined entity under both the No Redemption and Maximum Redemption (both terms, as defined below) scenarios;

•

SatixFy’s directors will represent the majority of the board of directors of the combined company following the consummation of the Business Combination;

•

SatixFy’s senior management will be the senior management of the combined company following the consummation of the Business Combination; and

•

SatixFy is the larger entity based on historical operating activity and its employee base.

The Business Combination, which is not within the scope of IFRS 3 since Endurance does not meet the definition of a business in accordance with IFRS 3, is accounted for within the scope of IFRS 2. Any excess of fair value of SatixFy Ordinary Shares issued over the fair value of Endurance’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared based on the two scenarios described below:

•

Assuming No Redemptions:   This presentation assumes that no Endurance shareholders exercise redemption rights with respect to their Endurance Public Shares, and there are no Dissenting Endurance Shareholders (the “No Redemption”).

•

Assuming Maximum Redemptions:   This presentation assumes that Endurance Public Shareholders holding 19,502,487 Endurance Public Shares will exercise their redemption rights for approximately $196.0 million of the $201.0 million of funds in the Trust Account, which is the maximum number of Endurance Public Shares that could be redeemed by Endurance Public Shareholders that allows Endurance to have net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) after giving effect to exercise of redemption rights by Endurance Public Shareholders and payments to the redeeming Endurance Public Shareholders. This scenario gives effect to Endurance Public Shareholder share redemptions of 19,502,487 shares for aggregate redemption payments of approximately $196.0 million at a redemption price of $10.05 per share based on the investments held in the Trust Account as of December 31, 2021. Endurance will not proceed with the Business Combination unless Endurance has at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) either immediately prior to or upon consummation of the Transactions.

These scenarios are for illustrative purposes only, as the actual amount of redemptions by Endurance’s Public Shareholders is unknowable prior to the Endurance shareholder vote with respect to the Business Combination. The actual financial position and results of operations of the combined company may differ significantly from the pro forma amounts presented.

Description of the Transactions

Business Combination

On March 8, 2022, Endurance entered into the Business Combination Agreement with SatixFy and Merger Sub. Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Endurance, with Endurance surviving the merger. As a result of the Business Combination, and upon consummation of the Business Combination and the Transactions, Endurance will become a wholly owned subsidiary of SatixFy, with the shareholders of Endurance becoming shareholders of SatixFy.

187

Prior to the Effective Time, SatixFy will execute the following recapitalization transactions:

•

The Preferred Share Conversion, pursuant to which each SatixFy Preferred Share will be converted into one SatixFy Ordinary Share, no par value per share;

•

The Pre-Closing Recapitalization, pursuant to which each issued and outstanding SatixFy Ordinary Share will be converted into a number of SatixFy Ordinary Shares determined by multiplying each such SatixFy Ordinary Share by the Exchange Ratio;

•

The SatixFy Existing Warrant Conversion, pursuant to which substantially all of the SatixFy warrants issued and outstanding prior to the Effective Time will be exercised on a cashless basis assuming a price per share equal to $10.00. Each SatixFy warrant issued and outstanding prior to the Effective Time (excluding, for the avoidance of doubt, any warrant of SatixFy that has been exercised prior to such time in accordance with its terms either for ordinary shares or, for one warrant holder, a cash payment of $0.8 million) will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such warrant by the Exchange Ratio and the per share exercise price will be determined by dividing the per share exercise price of such warrant immediately prior to the Effective Time by the Exchange Ratio, and making such further adjustments, if any, as may be required by applicable contracts then in effect. Any remaining SatixFy warrants will be settled for cash (such that no SatixFy warrants shall survive after the Effective Time); and

•

Each SatixFy Option outstanding and unexercised immediately prior to the Effective Time, will be adjusted by multiplying the number of SatixFy Ordinary Shares subject to such option by the Exchange Ratio and the per share exercise price will determined by dividing the exercise price of such option immediately prior to the Effective Time by the Exchange Ratio.

Pursuant to the Business Combination Agreement and assuming the Pre-Closing Recapitalization has occurred, at the Effective Time:

•

Each Endurance ordinary share (excluding the 800,000 Founder Shares to be forfeited upon Closing), par value $0.0001 per share (excluding treasury shares, redeeming shares and dissenting shares), will be exchanged for one SatixFy Ordinary Share; and

•

Each outstanding Endurance warrant will be assumed by SatixFy and will become a warrant exercisable for one SatixFy Ordinary Share (subject the terms and conditions of the SatixFy Warrant Assumption Agreement), with the number of SatixFy Ordinary Shares underlying the SatixFy warrants and the exercise price of such SatixFy warrants subject to adjustment in accordance with the Business Combination Agreement in certain cases.

Immediately following the Effective Time, SatixFy will issue a total of 27,500,000 Price Adjustment Shares with SatixFy’s founders receiving 27,000,000 Price Adjustment Shares and the Sponsor receiving 500,000 Price Adjustment Shares. The Price Adjustment Shares vest at three price adjustment achievement dates as follows:

•

One-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days.

•

One-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy Ordinary Shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days.

•

One-third of the Price Adjustment Shares will vest if at any time thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and within the 10-year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days.

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The share price targets shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalization, reclassifications, combinations, exchanges of shares and other similar changes or transactions to the SatixFy Ordinary Shares occurring on or after the Closing.

In the event of a SatixFy change in control transaction within ten (10) years following the closing of the Business Combination, all of the unvested Price Adjustment Shares not earlier vested will vest immediately prior to the closing of such change in control.

If the Price Adjustment Shares do not vest according to the achievement dates above, or if a change of control has no occurred after the Closing and prior to the date that is ten (10) years following the Closing Date, then any unvested Price Adjustment Shares shall automatically be forfeited back to SatixFy for no consideration.

Sponsor Letter Agreement

The Sponsor has agreed, pursuant to the Second Sponsor Letter Amendment, to irrevocably forfeit and surrender to the Company for cancellation, immediately prior to the consummation of the Business Combination, but conditioned upon the Closing and for no consideration, 800,000 Founder Shares which would otherwise be converted into SatixFy Ordinary Shares upon consummation of the Business Combination.

The Sponsor has further agreed that if the Aggregate Transaction Proceeds immediately prior to the Effective Time are less than $115,000,000, then 628,000 Founder Shares and 2,652,000 Endurance Private Warrants (together with the shares underlying such warrants), which would otherwise be converted into SatixFy Ordinary Shares and SatixFy Private Warrants, respectively, upon consummation of the Business Combination, shall be subject to the vesting provisions set forth below. All shares and warrants subject to such vesting shall be referred to as the “Unvested Sponsor Interests”:

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $12.50 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $14.00 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

•

One-third of the Unvested Sponsor Interests will vest if at any time 30 days after closing and within the 5 year period following the closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $15.50 for any seven (7) trading days within a period of 30 consecutive trading days beginning at least 30 days after the Closing Date.

Debt Financing

In February 2022, prior to the execution of the Business Combination Agreement, SatixFy entered into the 2022 Credit Agreement pursuant to which SatixFy borrowed an aggregate principal amount of $55.0 million. In connection with the 2022 Credit Agreement, SatixFy also entered into an equity grant agreement pursuant to which it issued 808,907 SatixFy Ordinary Shares (before giving effect to the Pre-Closing Recapitalization) to affiliates of the lenders. See “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

PIPE Financing

Concurrently with the execution of the Business Combination Agreement, Endurance and SatixFy entered into Subscription Agreements with certain investors. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and SatixFy agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the Business Combination, an aggregate of 2,910,000 PIPE Units consisting of (i) one PIPE Share and (ii) one-half of one PIPE Warrant exercisable for one SatixFy Ordinary

189

Share at a price of $11.50 per share for a purchase price of $10.00 per PIPE Unit, for gross proceeds of $29,100,000, on the terms and subject to the conditions set forth in the applicable Subscription Agreement. Affiliates of the Sponsor agreed to purchase $10,000,000 of PIPE Units on the same terms and conditions as all other PIPE Investors. The sale of PIPE Units to PIPE Investors will be consummated substantially concurrently with the closing of the Business Combination.

Each PIPE Warrants will entitle the holder to one SatixFy Ordinary Share at an exercise price $11.50 per share. The terms of the PIPE Warrants are substantially the same as the existing Endurance warrants.

Pursuant to the terms of the Subscription Agreements, SatixFy will deliver 1,175,192 Escrow Shares issuable to SatixFy shareholders and 391,731 Escrow Shares on behalf of the Sponsor into an escrow account. To the extent that pursuant to the terms of the Subscription Agreements, any amount of Escrow Shares are released from the Escrow Account to a PIPE Investor pursuant to the terms of Section 2 of the Subscription Agreements (the “Forfeited Sponsor Interests”), then an amount of shares comprising the Unvested Sponsor Interests that remain subject to vesting equal to the Forfeited Sponsor Interests shall vest effective as of the date any such Escrow Shares are released from the Escrow Account to a PIPE Investor. See “Agreements Entered Into in Connection with the Business Combination Agreement — Subscription Agreements.”

The Escrow Shares will be released in pro rata portions as follows:

•

In the event that the PIPE Measurement Period VWAP is less than $10.00 per ordinary share, then the PIPE Investor shall be entitled to receive ordinary shares equal to the product of (x) the number of shares issued to the PIPE Investor at the closing as part of the units held through the last date of the PIPE Measurement Period, multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the PIPE Measurement Period VWAP and (B) the denominator of which is the PIPE Measurement Period VWAP. In the event that the Measurement Period VWAP is less than $6.50, the Measurement Period VWAP, for the purposes of this calculation will be deemed to be $6.50.

•

In the event that the PIPE Measurement Period VWAP is equal to or more than $10.00 per ordinary share, all Escrow Shares will be released to the Sponsor and SatixFy shareholders, respectively.

Equity Line of Credit

Concurrently with the execution of the Business Combination Agreement, SatixFy and CF Principal Investments entered into the Equity Line of Credit with CF Principal Investments, pursuant to which we may issue and sell to CF Principal Investments, from time to time and subject to the conditions in the related purchase agreement, up to $75.0 million in SatixFy Ordinary Shares. See “Summary — Agreements Entered Into in Connection with the Business Combination Agreement — Equity Line of Credit.”

Other Potential Financing Transactions

In addition to the transactions described above, the Business Combination Agreement permits us to enter into certain additional equity and debt financing arrangements prior to the Effective Time (including after the date of this proxy statement/prospectus), which could result in a change in Aggregate Transaction Proceeds and impact the whether any Unvested Sponsor Interests remain subject to vesting and forfeiture, as described under “— Sponsor Letter Agreement” above.

Pro Forma Ownership

The following table summarizes the unaudited pro forma ownership of SatixFy Ordinary Shares that would have been outstanding as of December 31, 2021, after giving effect to the Pro Forma Transactions (including the Preferred Share Conversion, the SatixFy Existing Warrant Exercise and the Pre-Closing Recapitalization), under each of the No Redemption and Maximum Redemption scenarios. The information presented in table below includes only shares that are deemed outstanding for purposes of calculating pro forma diluted earnings per share and accordingly is not consistent with information elsewhere in this proxy statement/prospectus, including under the caption “Questions and Answers About the Business Combination and the Extraordinary General Meeting — Q: What equity stake will current SatixFy shareholders and current Endurance shareholders hold in the combined company immediately after the completion of the Business

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Combination, and what effect will potential sources of dilution have on the same?” ​(which includes all shares that will be deemed outstanding under Israeli law upon the consummation of the Business Combination).

​	Assuming No Redemptions				Assuming Maximum Redemptions
​	Shares		%		Shares		%
Endurance Public Shareholders(1)	​	21,430,000	​	34.8%	​	1,927,513	​	4.7%
Sponsor(2)	​	3,770,000	​	6.1%	​	3,142,000	​	7.6%
PIPE Investors(3)	​	1,910,000	​	3.1%	​	1,910,000	​	4.6%
PIPE Fee Agreement(4)	​	225,000	​	0.4%	​	225,000	​	0.5%
Existing SatixFy Shareholders(5)	​	34,220,467	​	55.6%	​	34,220,467	​	82.6%
Total Pro Forma SatixFy Ordinary Shares Outstanding as of December 31, 2021(6)	​	61,555,467	​	100.00%	​	41,424,980	​	100.00%

(1)

Includes, in both scenarios, 1,430,000 Founder Shares that are not held by the Sponsor. The remainder are Endurance Public Shares.

(2)

Includes, in both scenarios, 1,000,000 SatixFy Ordinary Shares to be issued to affiliates of the Sponsor as part of the PIPE Units. Excludes, in both scenarios, 500,000 Price Adjustment Shares to be issued to the Sponsor immediately following the Effective Time, which remain subject to vesting and forfeiture. See “— Description of the Transactions — Business Combination.” Also excludes, in the Maximum Redemption scenario, 628,000 shares comprising the Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the Sponsor Letter Agreement. While both such Price Adjustment Shares and such Unvested Sponsor Interests are issued, outstanding and entitled to voting and economic rights, they are not included in the calculation of pro forma basic loss per share because they remain subject to vesting and forfeiture and are not reflected in the calculation of pro forma diluted loss per share because the effect of their inclusion would be anti-dilutive. See “Unaudited Pro Form Condensed Combined Financial Information.” Includes, in both scenarios, 391,731 Escrow Shares issuable to the Sponsor in the Business Combination that may be released from the Escrow Account to the PIPE Investors if certain share price targets are not met. See “— Description of the Transactions — PIPE Financing.”

(3)

Excludes, in both scenarios, 1,000,000 SatixFy Ordinary Shares to be issued to affiliates of the Sponsor as part of the PIPE Units.

(4)

Includes 225,000 SatixFy Ordinary shares to be issued to Cantor for its services as a placement agent in connection with the PIPE Financing.

(5)

Excludes 27,000,000 Price Adjustment Shares, which remain subject to vesting and forfeiture, to be issued to SatixFy’s founders, which are not deemed to be outstanding for purposes of pro forma basic loss per share and are not reflected in pro forma diluted loss per share for the reasons described in footnote (b) above. Calculated, after giving effect to the Preferred Share Conversion and Pre-Closing Recapitalization, based on (1) 34,156,236 SatixFy Ordinary Shares issued and outstanding and (2) the issuance of 64,231 SatixFy Ordinary Shares in the SatixFy Existing Warrant Exercise. Includes, in both scenarios, 1,175,192 Escrow Shares issuable to SatixFy’s existing shareholders in the Business Combination that may be released from the Escrow Account to the PIPE Investors if certain share price targets are not met. See “— Description of the Transactions — PIPE Financing.”

(6)

Excludes, in both scenarios, Ordinary Shares underlying SatixFy Warrants and SatixFy Options that will be outstanding following the Business Combination, any additional equity grants under the 2020 Share Award Plan after the date of the Business Combination Agreement, the Equity Line of Credit and any Permitted Interim Financing.

191

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF DECEMBER 31, 2021
(dollars in thousands)

​

As of December 31, 2021

​

​

​

​

​

​

​

​

​

​

​

Assuming No Redemption

Assuming Maximum Redemption

​

SatixFy (Historical, IFRS)

Endurance (Historical, U.S. GAAP)

IFRS and Accounting Policy Adjustments

Notes

Financing- Related Transaction Accounting Adjustments

Transaction Accounting Adjustments

Notes

Pro Forma Combined

Additional Transaction Accounting Adjustments

Notes

Pro Forma Combined

ASSETS

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CURRENT ASSETS:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

3,854

​

510

​

​

​

​

​

52,037

​

​

C

​

224,198

​

​

​

​

43,645

​

​

​

​

​

​

​

​

​

​

(19,458)

​

​

B

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

201,008

D

​

​

​

(196,008)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

29,100

D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(800)

D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(9,000)

E

​

​

​

3,000

E

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(27,790)

E

​

​

​

12,455

E

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,500)

F1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(3,763)

F2

​

​

​

​

​

​

​

Prepaid expenses

​

​

​

636

​

​

​

​

​

​

​

1,500

F1

​

2,136

​

​

​

​

2,136

Trade accounts receivable

​

806

​

​

​

​

​

​

​

​

​

​

​

​

806

​

​

​

​

806

Contract asset

​

6,015

​

​

​

​

​

​

​

​

​

​

​

​

6,015

​

​

​

​

6,015

Other current assets

​

3,419

​

​

​

​

​

​

​

​

​

​

​

​

3,419

​

​

​

​

3,419

Inventory

​

685

​

​

​

​

​

​

​

​

​

​

​

​

685

​

​

​

​

685

Total Current Assets

​

14,779

​

1,146

​

​

​

​

​

32,579

​

188,755

​

​

237,259

​

(180,553)

​

​

56,706

NON-CURRENT ASSETS:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash held in Trust Account

​

​

​

201,008

​

​

​

​

​

​

​

(201,008)

D

​

—

​

​

​

​

​

Right-of-use asset

​

3,147

​

​

​

​

​

​

​

​

​

​

​

​

3,147

​

​

​

​

3,147

Property, plant and equipment net

​

972

​

​

​

​

​

​

​

​

​

​

​

​

972

​

​

​

​

972

Investment in Jet Talk

​

2,137

​

​

​

​

​

​

​

​

​

​

​

​

2,137

​

​

​

​

2,137

Prepaid expenses, non-current

​

​

​

443

​

(443)

​

A2

​

​

​

​

​

​

—

​

​

​

​

—

Other non-current assets

​

271

​

​

​

443

​

A2

​

​

​

​

E

​

714

​

​

​

​

714

Total Non-Current Assets

​

6,527

​

201,451

​

—

​

​

​

—

​

(201,008)

​

​

6,970

​

—

​

​

6,970

Total Assets

​

21,306

​

202,597

​

—

​

​

​

32,579

​

(12,253)

​

​

244,229

​

(180,553)

​

​

63,676

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

CURRENT LIABILITIES:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Trade payables

​

8,522

​

​

​

​

​

​

​

​

​

​

​

​

8,522

​

​

​

​

8,522

Short term loans from financial institutions

​

6,334

​

​

​

​

​

​

​

(6,334)

​

​

B

​

—

​

​

​

​

—

ESA advance payments

​

15,270

​

​

​

​

​

​

​

​

​

​

​

​

15,270

​

​

​

​

15,270

Lease liabilities

​

989

​

​

​

​

​

​

​

​

​

​

​

​

989

​

​

​

​

989

Other accounts payable and accrued expenses

​

8,854

​

1,566

​

​

​

​

​

​

​

(1,566)

E

​

8,854

​

1,000

E

​

9,854

Prepayments from customers

​

1,504

​

​

​

​

​

​

​

​

​

​

​

​

1,504

​

​

​

​

1,504

Total Current Liabilities

​

41,473

​

1,566

​

​

​

​

​

(6,334)

​

(1,566)

​

​

35,139

​

1,000

​

​

36,139

NON-CURRENT LIABILITIES:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Long-term loans from financial institutions

​

6,943

​

​

​

​

​

​

​

(6,943)

​

​

B

​

52,037

​

​

​

​

52,037

​

​

​

​

​

​

​

​

​

​

52,037

​

​

B

​

​

​

​

​

​

​

192

​

As of December 31, 2021

​

​

​

​

​

​

​

​

​

​

​

Assuming No Redemption

Assuming Maximum Redemption

​

SatixFy (Historical, IFRS)

Endurance (Historical, U.S. GAAP)

IFRS and Accounting Policy Adjustments

Notes

Financing- Related Transaction Accounting Adjustments

Transaction Accounting Adjustments

Notes

Pro Forma Combined

Additional Transaction Accounting Adjustments

Notes

Pro Forma Combined

Lease liabilities

​

2,983

​

​

​

​

​

​

​

​

​

​

​

​

2,983

​

​

​

​

2,983

Loan from shareholder, net

​

4,533

​

​

​

​

​

​

​

(4,533)

​

​

B

​

—

​

​

​

​

—

Warrant liabilities

​

1,392

​

9,340

​

​

​

​

​

​

​

(1,392)

G1

​

1,359

​

​

​

​

457

​

​

​

​

​

​

​

​

​

​

​

​

(9,340)

G2

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1,241

H

​

​

​

(824)

H

​

​

​

​

​

​

​

​

​

​

​

​

​

​

118

I

​

​

​

(78)

I

​

​

Price Adjustment Shares Liability

​

​

​

​

​

​

​

​

​

​

​

24,440

K

​

24,440

​

(16,223)

K

​

8,218

Deferred underwriting commissions

​

​

​

9,000

​

​

​

​

​

​

​

(9,000)

J

​

—

​

​

​

​

—

Other long-term liabilities

​

1,368

​

​

​

​

​

​

​

​

​

​

​

​

1,368

​

​

​

​

1,368

Redeemable common stock

​

​

​

​

​

201,008

​

A1

​

​

​

(201,008)

​

​

—

​

​

​

​

—

Total Non-Current Liabilities

​

17,220

​

18,340

​

201,008

​

​

​

40,561

​

(194,941)

​

​

82,187

​

(17,124)

​

​

65,063

Total Liabilities

​

58,692

​

19,906

​

201,008

​

​

​

34,227

​

(196,507)

​

​

117,326

​

(16,124)

​

​

101,202

MEZZANINE EQUITY:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endurance shares subject to possible redemption

​

​

​

201,008

​

(201,008)

​

A1

​

​

​

​

​

​

​

​

​

​

​

​

SHAREHOLDERS’ EQUITY (DEFICIT):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Share capital

​

4

​

1

​

​

​

​

​

​

​

(5)

​

​

303,007

​

​

​

​

136,077

Share premium

​

46,203

​

​

​

​

​

​

​

​

​

5

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

42,412

K

​

​

​

12,584

K

​

​

​

​

​

​

​

​

​

​

​

​

​

​

201,008

L

​

​

​

(196,008)

L

​

​

​

​

​

​

​

​

​

​

​

​

​

​

30,384

M

​

​

​

1,061

M

​

​

​

​

​

​

​

​

​

​

​

​

​

​

443

I

​

​

​

824

I

​

​

​

​

​

​

​

​

​

​

​

​

​

​

1,392

G1

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(18,839)

E

​

​

​

14,609

E

​

​

Retained earnings (Accumulated deficit)

​

(83,593)

​

(18,318)

​

​

​

​

​

​

​

9,340

G2

​

(176,104)

​

​

​

​

(173,602)

​

​

​

​

​

​

​

​

​

​

​

​

8,977

N

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,648)

​

​

O

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(800)

D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,241)

H

​

​

​

824

H

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(79,871)

P

​

​

​

1,833

P

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(8,951)

Q

​

​

​

(154)

Q

​

​

Total shareholders’ equity (deficit)

​

(37,386)

​

(18,317)

​

​

​

​

​

(1,648)

​

184,254

​

​

126,903

​

(164,429)

​

​

(37,525)

Total Liabilities and Shareholders’ Equity (Deficit)

​

21,306

​

202,597

​

—

​

​

​

32,579

​

(12,253)

​

​

244,229

​

(180,553)

​

​

63,676

193

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2021
(in thousands of dollars, except share and per share data)

​

As of December 31, 2021

​

​

​

​

​

​

​

​

​

​

Assuming No Redemption

Assuming Maximum Redemption

​

SatixFy (Historical, IFRS)

Endurance (Historical, U.S. GAAP; April 23 through December 31, 2021)

IFRS and Accounting Policy Adjustments

Notes

Financing- Related Transaction Accounting Adjustments

Transaction Accounting Adjustments

Notes

Pro Forma Combined

Additional Transaction Accounting Adjustments

Notes

Pro Forma Combined

Revenues

​

​

21,720

​

​

​

​

​

​

​

​

​

​

​

21,720

​

​

​

​

​

​

21,720

Cost sales and services

​

​

(8,843)

​

​

​

​

​

​

​

​

​

​

​

(8,843)

​

​

​

​

​

​

(8,843)

Gross profit

​

​

12,877

​

​

​

​

​

​

​

​

​

​

​

12,877

​

​

​

​

​

​

12,877

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(1,821)

​

​

​

​

​

​

(1,821)

Research and development expenses, net

​

​

(17,944)

​

​

​

​

​

​

​

​

​

​

​

(17,944)

​

​

​

​

​

​

(17,944)

Sales and marketing expenses

​

​

(1,752)

​

​

​

​

​

​

​

​

​

​

​

(1,752)

​

​

​

​

​

​

(1,752)

General and administrative expenses

​

​

(3,735)

​

​

​

​

​

​

​

(1,500)

AA

​

​

(8,999)

​

​

​

​

​

​

(8,999)

​

​

​

​

​

​

​

​

​

​

​

(3,763)

F2

​

​

​

​

​

​

​

​

​

​

Formation and operating costs

​

​

​

​

(1,821)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Listing and related transaction costs

​

​

​

​

​

​

​

​

​

​

(8,951)

BB

​

​

(87,866)

​

(154)

​

BB

​

​

(85,364)

​

​

​

​

​

​

​

​

​

​

​

(78,915)

CC

​

​

​

​

2,656

​

CC

​

​

​

Profit (loss) from operations

​

(10,555)

​

(1,821)

​

​

​

​

​

(93,129)

​

​

​

(105,505)

​

2,502

​

​

​

​

(103,004)

Finance income

​

​

—

​

8

​

​

​

​

​

​

​

​

​

8

​

​

​

​

​

​

8

Finance expense

​

​

(4,594)

​

​

​

​

​

(3,485)

​

​

DD

​

​

(9,623)

​

​

​

​

​

​

(9,623)

​

​

​

​

​

​

​

​

​

(741)

​

​

EE

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(800)

D

​

​

​

​

​

​

​

​

​

​

Change in fair value of warrant liabilities

​

​

​

​

3,994

​

​

​

​

​

(1,050)

FF

​

​

2,943

​

​

​

​

​

​

2,943

Transaction costs allocated to warrant liabilities

​

​

​

​

(1,260)

​

​

​

​

​

​

​

​

​

(1,260)

​

​

​

​

​

​

(1,260)

Gain on expired over-allotment

​

​

​

​

42

​

​

​

​

​

​

​

​

​

42

​

​

​

​

​

​

42

Share in the loss of a company accounted by equity method, net

​

​

(1,898)

​

​

​

​

​

​

​

​

​

​

​

(1,898)

​

​

​

​

​

​

(1,898)

Income (loss) before income taxes

​

​

(17,050)

​

962

​

​

(4,226)

​

(94,979)

​

​

​

(115,293)

​

2,502

​

​

​

​

(112,791)

Income taxes

​

​

—

​

​

​

​

​

​

​

​

​

​

​

—

​

​

​

​

​

​

—

Net income (loss) for the period

​

(17,050)

​

962

​

​

​

(4,226)

​

(94,979)

​

​

(115,293)

​

2,502

​

​

​

(112,791)

EARNINGS (LOSS) PER SHARE (Note 4):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average ordinary shares outstanding, basic and diluted

​

​

17,902,000

Class A: 8,433,735 Class B: 5,000,000

​

​

​

​

​

​

​

​

​

61,555,467

​

​

​

​

​

​

41,424,980

Earnings (loss) per share attributable to holders of ordinary shares, basic and diluted

​

$

(0.95)

Class A: $0.07 Class B: $0.07

​

​

​

​

​

​

​

​

$

(1.87)

​

​

​

​

​

$

(2.72)

*

Certain figures have been subject to rounding adjustments. Accordingly, the figures and total amounts shown may not represent the arithmetic summation or calculation of the figures that precede them.

194

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Pro Forma Transactions and has been prepared for informational purposes only.

The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

SatixFy and Endurance did not have any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined balance sheet as of December 31, 2021 has been prepared using, and should be read in conjunction with, the following:

•

SatixFy’s consolidated balance sheet as of December 31, 2021, and the related notes, for the year ended December 31, 2021 included elsewhere in this proxy statement/prospectus; and

•

Endurance’s balance sheet as of December 31, 2021, and the related notes for year ended December 31, 2021, included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined balance sheet as of December 31, 2021 assumes that the Transactions occurred on December 31, 2021. The unaudited pro forma combined statement of income for the year ended December 31, 2021 presents the pro forma effect of the Transactions as if they had been completed on January 1, 2021.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 has been prepared using, and should be read in conjunction with, the following:

•

SatixFy’s condensed consolidated statements of operations for the year ended December 31, 2021 and the related notes included elsewhere in this proxy statement/prospectus; and

•

Endurance’s condensed statement of operations for the period from April 23, 2021 (inception) through December 31, 2021, and the related notes included elsewhere in this proxy statement/​prospectus.

The historical financial statements of SatixFy have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). The historical financial statements of Endurance have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”).

In preparing this unaudited pro forma combined financial information, Endurance’s historical financial statements were first adjusted to IFRS and aligned with SatixFy’s presentation of its historical financial information (see Note 2 below) and the transaction accounting adjustments were then applied to account for the impact of the Pro Forma Transactions under IFRS (see Note 3 below).

The adjustments presented in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company after giving effect to the Transactions. Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Pro Forma Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of SatixFy after the Business Combination and the Transactions. They should be read in conjunction with the historical financial statements and notes thereto of SatixFy and Endurance. The

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unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions. The pro forma adjustments reflecting the consummation of the Pro Forma Transactions are based on certain currently available information and certain assumptions and methodologies that SatixFy believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. SatixFy believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Pro Forma Transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not reflect the income tax effects of the pro forma adjustments based on the statutory rate in effect for the historical periods presented. SatixFy believes this unaudited pro forma condensed combined financial information would not be meaningful given the combined entity incurred significant losses during the historical period presented.

2. IFRS, Policy and Presentation Alignment

The historical financial information of Endurance has been adjusted to give effect to the differences between US GAAP and IFRS as issued by the IASB for the purposes of the unaudited pro forma condensed combined financial information. The principal such adjustments were (1) the reclassification of Endurance’s ordinary shares subject to redemption from mezzanine equity under U.S. GAAP to non-current financial liabilities under IFRS and (2) the reclassification of certain Endurance line items according to SatixFy’s chart of accounts. See Note 3(A) below. In addition, certain presentation adjustments were made to align Endurance’s historical financial information with SatixFy’s presentation of its historical financial information.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Pro Forma Transactions under IFRS and has been prepared for informational purposes only. The adjustments presented in the unaudited pro forma combined financial information are intended to present relevant information necessary to understand SatixFy’s financial position and results of operations upon the consummation of the Pro Forma Transactions.

The Business Combination is not within the scope of IFRS 3 since Endurance does not meet the definition of a business in accordance with IFRS 3. Nevertheless, the principles of IFRS 3 were applied to identify the accounting acquirer in the Business Combination, and it was concluded that SatixFy is the accounting acquirer. Applying the principles outlined in the March 2022 IFRS Interpretations Committee (“IFRIC”) tentative agenda decision, the fair value of each instrument to be issued in connection with the Business Combination is allocated to the acquisition of cash in proportion to the instrument’s share of the total fair value of all instruments issued). For example, if 80% of the total fair value of all instruments issued comprises ordinary shares, 80% of the fair value of the ordinary shares issued is allocated to the acquisition of cash, with the remainder allocated to stock exchange listing services. Instruments issued to acquire stock exchange listing services were accounted for under IFRS 2, while instruments issued to acquire cash were accounted for under IAS 32. Stock exchange listing services do not meet the definition of an intangible asset, and therefore the fair value of the share-based payment was recognized as an expense. IFRIC has not yet published a final agenda decision on this issue, and to the extent the final agenda decision differs significantly from the tentative agenda decision, SatixFy’s actual financial position and results of operations reported in the future may differ significantly from those included in the unaudited pro forma condensed combined financial information.

Adjustments to Unaudited Pro Forma Combined Balance Sheets

The adjustments included in the unaudited pro forma combined balance sheets as of December 31, 2021 are as follows:

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(A)

(1) Represents the reclassification of Endurance’s ordinary shares subject to redemption from mezzanine equity under U.S. GAAP to non-current financial liabilities under IFRS.

(2) Represents the reclassification of Endurance’s non-current prepaid expenses to other non-current assets according to SatixFy’s chart of accounts.

(B)

In each scenario, reflects the Debt Financing under the 2022 Credit Agreement and the refinancing of existing debt that occurred in February.

(C)

Represents, in both scenarios, the portion of the cash proceeds from the Debt Financing used to refinance SatixFy’s existing debt as if it occurred on December 31, 2021. See “— Description of the Transactions — Debt Financing.”

(D)

Represents the following cash proceeds and disbursements in connection with the Business Combination:

In the case of No Redemption:

​	(dollars in thousands)
Reclassification from cash held in Trust Account	​	201,008
Proceeds from PIPE Financing	​	29,100
Redemption of SatixFy warrants outstanding before Effective Time for cash	​	(800)

And the following additional adjustments, in case of Maximum Redemption:

​	(dollars in thousands)
Change in reclassification of cash held in Trust Account	​	(196,008)

Endurance’s cash held in the Trust Account that becomes available following the Business Combination will be reclassified to SatixFy’s cash and cash equivalents in the amount of $201.0 million under the No Redemption scenario and $5.0 million under the Maximum Redemption scenario.

(E)

Represents estimated Transaction costs and certain other amounts payable upon the consummation of the Business Combination. The estimated non-recurring Transaction and such other costs primarily include the following:

•

Financial advisory fees payable to Barclays, Cantor and Truist Securities, the minimum amount of which is approximately $6.3 million, $1.0 million of which is deferred for up to one (1) year in the Maximum Redemption scenario;

•

Placement agent fees payable to Cantor in connection with the PIPE Financing amounting to $2.0 million;

•

Endurance’s deferred underwriting fees in connection with the Endurance IPO, the total amount of which is approximately $6.0 million;

•

Estimated legal, accounting and other professional advisory fees and transaction costs payable by SatixFy and Endurance in connection with the Transactions amounting to approximately $8.0 million; and

•

The accrued cost of a D&O tail policy for Endurance directors and officers in the amount of approximately $3.8 million.

In addition to the minimum aggregate financial advisory and deferred underwriting fees above, we may be required to pay incremental amounts totaling an additional $12.7 million, depending on the amount of cash, within a range of $67.1 million and $127.1 million, remaining in the Trust Account (in each case before payment of fees and expenses related to the Transactions) upon the consummation of the Business Combination. The additional fees are generally linear to the amount of cash remaining in the Trust Account upon the consummation of the Business Combination. For example, of the total $12.7 million in potential

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additional fees payable upon the consummation of the Business Combination, we would be required to pay (x) $7.1 million (approximately $5.4 million in additional financial advisory fees and approximately $1.7 million in additional deferred underwriting fees) if there is at least $100.5 million of cash in the Trust Account and (y) a further $5.6 million (approximately $4.3 million in additional financial advisory fees and approximately $1.3 million in additional deferred underwriting fees) if there is at least $127.9 million of cash in the Trust Account. Additionally, with respect to the placement agent fees payable to Cantor in connection with the PIPE Financing, if the proceeds (as defined in the engagement letter between Cantor, Endurance and SatixFy, involved in the Business Combination are greater than $40 million, we are required to pay Cantor a total of $3.5 million.

The amount of Transaction costs in each scenario is as follows:

No Redemption Scenario — Represents estimated non-recurring Transaction costs of $36.8 million to be paid by SatixFy upon the consummation of the Business Combination and the Transactions. The Transaction costs have the following impacts on the balance sheet in the No Redemption scenario:

​	(dollars in thousands)
Reduction in cash and cash equivalents for deferred underwriting fees	​	(9,000)
Reduction in cash and cash equivalents for other Transaction costs	​	(27,790)
Part of total transaction costs charged to share premium	​	(18,839)
Part of total transaction costs expensed and charged to accumulated deficit	​	(8,951)

Maximum Redemption Scenario — Represents estimated reduction to non-recurring Transaction costs of approximately $13.0 million, reflecting reductions in (x) the advisory fees payable by SatixFy to Barclays, Truist Securities and Cantor and (y) the amount of Endurance’s deferred underwriting fees payable upon the consummation of the Business Combination. This would result in the following balance sheet impacts in the Maximum Redemption scenario:

​	(dollars in thousands)
Adjustment to reduction in cash and cash equivalents for deferred underwriting fees	​	3,000
Adjustment to reduction in cash and cash equivalents for other Transaction costs	​	12,445
Reduction in transaction costs charged to share premium	​	13,109
Increase in transaction costs charged to accumulated deficit	​	(154)

(F)

(1) Represents the estimated cost of D&O insurance payable by SatixFy in connection with the Business Combination.

(2) Represents the payment of the accrued costs of the tail D&O insurance policy for Endurance directors and officers.

(G)

Eliminates (1) SatixFy’s warrant liability prior to the Effective Time, reflecting the SatixFy Existing Warrant Exercise (and resulting in a corresponding $1.4 million credit to equity) and (2) Endurance’s warrant liability prior to the Effective Time, reflecting the replacement of Endurance warrants with SatixFy Warrants (and resulting in a corresponding $9.3 million credit to equity).

(H)

Reflects (1) the estimated fair value of SatixFy Warrants at $0.11 per SatixFy Public Warrant (reflecting the price of the last reported Nasdaq trade in Endurance Public Warrants on August 17, 2022) and $0.09 per SatixFy Private Warrant (reflecting a liquidity discount) and (2) the allocation of the fair value of the warrants between liability and equity (reflecting the portion of the warrants that are within the scope of IFRS 2) according to each redemption scenario. The values are preliminary and will change based on fluctuations in the price of Endurance’s securities through the Closing.

(I)

Reflects the estimated fair value of the PIPE Warrants at $0.11 per warrant (based on the rationale in footnote (H)) and the allocation of that fair value between liability and equity (reflecting the portion of the warrants that are within the scope of IFRS 2) according to each redemption scenario.

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(J)

Reflects the elimination of Endurance’s deferred underwriting commissions. See footnote (E) for more information.

(K)

Reflects the estimated fair value of the Price Adjustment Shares based on a third-party valuation and the allocation of that fair value between liability and equity (reflecting the portion of the Price Adjustment Shares that are within the scope of IFRS 2) according to each redemption scenario.

(L)

Reflects the reclassification in respect of common shares subject to redemption from long-term financial liabilities to equity in an amount of $201.0 million under the No Redemption scenario and $5.0 million under the Maximum Redemption scenario, as the SatixFy Ordinary Shares issued in exchange for such shares will not be subject to redemption (except to the extent otherwise disclosed elsewhere in the unaudited pro forma condensed combined financial information).

(M)

Mainly reflects the proceeds from the PIPE Financing as well as the effect of certain immaterial adjustments. See “Security Ownership of Certain Beneficial Owners and Management of Endurance, SatixFy and the Combined Company” for more information.

(N)

Represents elimination of a portion of Endurance’s historical accumulated deficit, attributable mainly to Endurance’s deferred underwriting fees. The remaining portion was attributable to warrant liability, which was eliminated separately (see footnote (G)).

(O)

Represents transaction costs related to the Debt Financing, which will be recognized over the life of the loan under the effective interest rate method.

(P)

Represents mainly the excess of the fair value of the SatixFy Ordinary Shares issued in the Business Combination over the fair value of Endurance’s assets. The fair value of shares issued was estimated based on an assumed market price of $10.00 per SatixFy Ordinary Share, less a liquidity discount applied to the SatixFy Ordinary Shares held by the Sponsor and a further valuation discount applied to the Unvested Sponsor Interests (which are subject to vesting and forfeiture in the Maximum Redemption scenario).

(Q)

Reflects the accumulated deficit impact of the estimated stock exchange listing expense to be recorded upon the consummation of the Business Combination in accordance IFRS 2 in each redemption scenario.

Adjustments to Unaudited Pro Forma Combined Statement of Operations

(AA)

Represents the estimated cost of D&O insurance.

(BB)

Represents adjustments for estimated Transaction costs that were not directly related to issuance of equity instruments in the scope of IAS 32, which will be expensed. See footnote (E) for additional information.

(CC)

Represents estimated income statement expense for stock exchange listing services related to the SatixFy securities issued in connection with the Business Combination, in accordance with IFRS 2. The estimate related to the Price Adjustment Shares was based on a third-party valuation.

(DD)

Represents interest expense attributable to the Debt Financing in the amount of $5.2 million and the elimination of $1.7 million in interest expense attributable to the related refinancing. See Note (C) for additional information.

(EE)

Represents amortization of original issue discount and financing costs related to the Debt Financing.

(FF)

Represents warrant redemption cost. See footnote (D) for additional information.

(GG)

Represents the net effect of the elimination of Endurance’s charge for change in fair value of warrants and the charge for transaction costs allocated to warrant liabilities.

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4.

Earnings (loss) per Share

Earnings (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional SatixFy Ordinary Shares in connection with the Pro Forma Transactions, assuming such shares were outstanding since January 1, 2021. As the Pro Forma Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the SatixFy Ordinary Shares issuable relating to the Pro Forma Transactions have been outstanding for the entire period presented. If the maximum number of Endurance Class A ordinary shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The calculation of weighted average shares outstanding for basic and diluted net loss per share gives effect to, prior to the Effective Time, the Preferred Share Conversion and the Pre-Closing Recapitalization.

As of December 31, 2021, prior to giving effect to Preferred Share Conversion, Pre-Closing Recapitalization or the other Pro Forma Transactions, the following SatixFy Preferred Shares were authorized, issued and outstanding:

•

Series A Preferred Shares, par value NIS 0.0001 per share: 7,300,000 shares authorized; 7,300,000 shares issued and outstanding;

•

Series B Preferred Shares, par value NIS 0.0001 per share: 4,870,000 shares authorized; 4,778,000 shares issued and outstanding; and

•

Series C Preferred Shares, par value NIS 0.0001 per share: 2,000,000 shares authorized; 856,000 shares issued and outstanding.

For purposes of the unaudited pro forma condensed combined financial information (other than pro forma loss per share, as described below), after giving effect to the Preferred Share Conversion and the other Pro Forma Transactions, no SatixFy Preferred Shares of any series will be authorized, issued or outstanding.

As of December 31, 2021, prior to giving effect to the Pro Forma Transactions, the following Endurance shares were authorized, issued and outstanding:

•

Class A Ordinary Shares, par value $0.0001 per share, all of which were subject to possible redemption at approximately $10.00 per share: 200,000,000 shares authorized, 20,000,000 shares issued and outstanding;

•

Class B Ordinary Shares, par value $0.0001 per share: 20,000,000 shares authorized, 5,000,000 shares issued and outstanding; and

•

Preference shares, par value $0.0001 per share: 2,000,000 shares authorized, no shares issued or outstanding.

For purposes of the unaudited pro forma condensed combined financial information, after giving effect to the Pro Forma Transactions, no Endurance shares of any series will be authorized, issued or outstanding.

As of December 31, 2021, after giving effect to the Preferred Share Conversion, but before giving effect to the SatixFy Existing Warrant Exercise, the Pre-Closing Recapitalization or the other Pro Forma Transactions, the following SatixFy Ordinary Shares were authorized, issued and outstanding:

•

SatixFy Ordinary Shares, no par value per share: 185,830,000 SatixFy Ordinary Shares authorized; 32,616,094 SatixFy Ordinary Shares issued and outstanding.

For the purpose of calculating the pro forma SatixFy Ordinary Shares outstanding as of December 31, 2021, it was assumed that:

•

61,334 outstanding SatixFy warrants were exercised on a net basis and exchanged for 64,231 SatixFy Ordinary Shares immediately prior to the Business Combination (after giving effect to contractual adjustments and the Pre-Closing Capitalization); and

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•

None of SatixFy’s outstanding vested or unvested options were exercised immediately prior to the Business Combination.

For purposes of the unaudited pro forma condensed combined financial information (other than the pro forma earnings per share information discussed below), based on the above and after giving effect to the Preferred Share Conversion, the SatixFy Existing Warrant Exercise, the Pre-Closing Recapitalization and the other Pro Forma Transactions, the following SatixFy Ordinary Shares were authorized, issued and outstanding:

•

SatixFy Ordinary Shares, no par value per share: 185,830,000 SatixFy Ordinary Shares authorized; 89,055,467 and 69,552,980 SatixFy Ordinary Shares issued and outstanding in the No Redemption scenario and Maximum Redemption scenario, respectively.

In addition, the following recapitalization transactions will occur upon the consummation of the Business Combination:

•

10,000,000 outstanding Endurance Public Warrants and 7,630,000 Endurance Private Warrants will be assumed by SatixFy and replaced in the form of SatixFy Warrants; and

•

The outstanding vested and unvested options to purchase SatixFy Ordinary Shares were converted, after giving effect to the Exchange Ratio and any applicable contractual adjustments, into 3,394,209 vested options and 4,496,623 unvested options to purchase SatixFy Ordinary Shares.

The above were considered in the calculation of pro forma diluted loss per share. However, because the net effect of the above warrants and options would be anti-dilutive, the net effect of such instruments was not included in the calculation of pro forma diluted loss per share.

Additionally, 27,500,000 Price Adjustment Shares will be issued immediately after the Effective Time and, in the Maximum Redemption scenario, 628,000 shares comprising the Unvested Sponsor Interests will be subject to vesting and forfeiture if certain market value performance conditions are not met. Neither the Price Adjustment Shares nor such Unvested Sponsor Interests were included in the calculation of pro forma diluted loss per share because the requisite share price targets for vesting have not been met and, in any case, the net effect of such Price Adjustment Shares and Unvested Sponsor Interests would be anti-dilutive.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption for the year ended December 31, 2021:

​	Year ended December 31, 2021
​	Assuming No Redemption		Assuming Maximum Redemption
Pro forma net loss (in thousands)	​	(115,293)	​	(112,791)
Net loss per share-basic and diluted	​	(1.87)	​	(2.72)
Weighted average shares outstanding-basic and diluted as follows(a):	​	​	​	​
Endurance Public Shareholders(b)	​	21,430,000	​	1,927,513
Sponsor(c)	​	3,770,000	​	3,142,000
PIPE Financing(d)	​	1,910,000	​	1,910,000
SatixFy Shareholders	​	34,220,457	​	34,220,467
Total	​	61,330,467	​	41,199,980

(a)

The weighted average shares outstanding and net earnings per share information reflect the Pro Forma Transactions as if they had occurred on January 1, 2021. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for pro forma basic and diluted net loss per share assumes that the shares issuable relating to the Pro Forma Transactions have been outstanding for the entire period presented. SatixFy’s pro forma basic and diluted loss per share is calculated by dividing net loss attributable to

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holders of SatixFy Ordinary Shares by the weighted-average number of ordinary shares outstanding for the period. The pro forma diluted loss per share was calculated to exclude potentially anti-dilutive securities.

(b)

Includes, in both scenarios, 1,430,000 Founder Shares that are not held by the Sponsor. The remainder are Endurance Public Shares.

(c)

Includes, in both scenarios, 1,000,000 SatixFy Ordinary Shares to be issued to affiliates of the Sponsor as part of the PIPE Units.

(d)

Excludes, in both scenarios, 1,000,000 SatixFy Ordinary Shares to be issued to affiliates of the Sponsor as part of the PIPE Units.

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Endurance’S BUSINESS

Overview

Endurance Acquisition Corp. is a blank check company incorporated on April 23, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Endurance may pursue an initial business combination target in any industry, with intend to focus our search on companies that meet our acquisition target characteristics within the space and wireless technologies industries, specifically sectors that support data infrastructure, data analytics and big data. Sectors that are reflective of these themes include Platforms and Sensors, Mobile Communications, Internet of Things and AI and Big Data Analytics sectors, which we refer to collectively as our target sectors.

Initial Public Offering and Simultaneous Private Placement

On September 17, 2021, Endurance consummated the Endurance IPO of 20,000,000 units. The units from the Endurance IPO were sold at an offering price of $10.00 per unit, generating total gross proceeds of $200,000,000. Cantor Fitzgerald & Co., acted as the representative of the underwriters. The Endurance IPO was conducted pursuant to a registration statement on Form S-1 (Registration No. 333-259098) that was declared effective by the SEC on September 14, 2021.

Simultaneously with the closing of the Endurance IPO, Endurance completed the private sale of an aggregate of 7,630,000 warrants, at $1.00 per private placement warrant, in a private placement to the Sponsor, which purchased 6,630,000 private placement warrants, and Cantor Fitzgerald & Co., the representative of the underwriters, which purchased 1,000,000 private placement warrants, generating gross proceeds to Endurance of $7,630,000 in the aggregate. The issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. If Endurance does not complete a business combination by March 17, 2023, the private placement warrants will expire worthless.

Of the gross proceeds received from the Endurance IPO and the sale of private securities, $201,000,000 was placed in the Trust Account.

Endurance may withdraw from the Trust Account interest earned on the funds held therein necessary to pay its income taxes, if any. Except as described in the prospectus for the Endurance IPO and described in the subsection below entitled “Endurance’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” these proceeds will not be released until the earlier of the completion of an initial business combination and Endurance’s redemption of 100% of the outstanding Endurance Public Shares upon its failure to consummate a business combination within the required time period.

The remaining proceeds from the Endurance IPO and simultaneous private placement, net of underwriting discounts and commissions and other costs and expenses, became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

Fair Market Value of Target Business

The target business or businesses that Endurance acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding the amount of deferred underwriting commissions held in trust and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for its initial business combination, although Endurance may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. Endurance’s board of directors determined that this test was met in connection with the proposed business combination with SatixFy as described in the section entitled “Proposal One — The Business Combination Proposal — Satisfaction of 80% Test” above.

Shareholder Approval of Business Combination

Pursuant to the Endurance Articles, Endurance is required to provide Endurance Public Shareholders with an opportunity to have their Endurance Public Shares redeemed for cash upon the consummation of

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its initial business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Transactions, Endurance is providing this opportunity in conjunction with a shareholder vote. Accordingly, in connection with the Business Combination, the Endurance Public Shareholders may seek to have their Endurance Public Shares redeemed for cash in accordance with the procedures set forth in this proxy statement/prospectus. See “Extraordinary General Meeting of Endurance Shareholders — Redemption Rights.”

Voting in Connection with the Shareholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the Business Combination Proposal, the Sponsor has agreed to vote its Endurance shares in favor of such proposed Business Combination.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Endurance or its securities, the Sponsor, Endurance’s officers and directors, SatixFy, SatixFy shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Endurance ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such purchases and other transactions would be to increase the likelihood of approval of the Business Combination and ensure that Endurance has in excess of $5,000,001 of net assets to consummate the Business Combination where it appears that such requirement would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and, with SatixFy’s consent, the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value. Entering into any such arrangements may have a depressive effect on the Endurance ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase Endurance ordinary shares at a price lower than market and may therefore be more likely to sell the Endurance ordinary shares he owns, either prior to or immediately after the extraordinary general meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that the conditions to the closing of the Business Combination are met.

No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus. Endurance will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Redemption of Endurance Public Shares and Liquidation if No Initial Business Combination

The Endurance Articles provide that it will have only 18 months from the closing of the Endurance IPO to complete its initial business combination. If Endurance has not completed its initial business combination within such 18-month period or during any Extension Period, it will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Endurance Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares, which redemption will completely extinguish Endurance Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of our

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remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to Endurance’s warrants, which will expire worthless if Endurance fails to complete its initial business combination within the 18-month time period or during any Extension Period.

The initial shareholders, directors, officers, and advisors have entered into a letter agreement with Endurance pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if Endurance fails to complete its initial business combination within 18 months from the closing of the Endurance IPO or during any Extension Period. However, if the initial shareholders acquire Endurance Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such Endurance Public Shares if Endurance fails to complete its initial business combination within the allotted 18-month time period. Each of the anchor investors has entered into an investment agreement with Endurance pursuant to which they have agreed that any Founder Shares held by them are not entitled to liquidating distributions from the Trust Account with respect to any Founder Shares the anchor investor holds in the event that Endurance fails to complete its initial business combination within 18 months from the closing of the Endurance IPO or during any extension period.

The Sponsor, directors, officers and advisors have agreed, pursuant to a written agreement, that they will not propose any amendment to the Endurance Articles (A) to modify the substance or timing of its obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Endurance Public Shares if it do not complete the initial business combination within 18 months from the closing of the Endurance IPO or (B) with respect to any other provision relating to the rights of holders of the Endurance Class A ordinary shares, unless Endurance Public Shareholders are provided with the opportunity to redeem their Endurance Class A ordinary 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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Endurance Public Shares. However, Endurance may not redeem its Endurance Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 following such redemptions.

Endurance expects that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $2,005,000 of proceeds held outside the Trust Account, although Endurance cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing its plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes, Endurance may request the trustee to release an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If Endurance were to expend all of the net proceeds of the Endurance IPO and the sale of the private placement warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon dissolution would be approximately $10.05. The proceeds deposited in the Trust Account could, however, become subject to the claims of Endurance’s creditors which would have higher priority than the claims of Endurance Public Shareholders. Endurance cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.05. While Endurance intends to pay such amounts, if any, it cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

Although Endurance will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Endurance Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against Endurance assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Endurance management will perform an analysis of the alternatives available to it and will enter into an

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agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be significantly more beneficial to Endurance than any alternative. Examples of possible instances where Endurance may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where it is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Endurance and will not seek recourse against the Trust Account for any reason. Upon redemption of Endurance Public Shares, if Endurance has not completed its initial business combination within the required time period, or upon the exercise of a redemption right in connection with the initial business combination, Endurance will be required to provide for payment of claims of creditors that were not waived that may be brought against it within the 10 years following redemption. The Sponsor has agreed that it will be liable if and to the extent any claims by a third party (other than the independent auditors) for services rendered or products sold to Endurance, or a prospective target business with which Endurance has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the Endurance IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then the Sponsor will not be responsible to the extent of any liability for such third-party claims. Endurance has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Endurance and, therefore, the Sponsor may not be able to satisfy those obligations. None of the Endurance’s other officers will indemnify it for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below (1) $10.05 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, Endurance’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Endurance currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations, it is possible that the independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. Accordingly, Endurance cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.05 per share.

Endurance will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which Endurance does business, execute agreements with Endurance waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under Endurance’s indemnity of the underwriters of the Endurance IPO against certain liabilities, including liabilities under the Securities Act. Endurance will have access to up to $2,005,000 from the proceeds of the Endurance IPO and the sale of the private placement warrants, with which to pay any such potential claims (including costs and expenses incurred in connection with its liquidation, currently estimated to be no more than approximately $100,000). In the event that Endurance liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from the Trust Account could be liable for claims made by creditors.

If Endurance files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in its insolvency estate and subject to the claims of third parties with priority over the claims of Endurance shareholders. To the extent any insolvency claims deplete

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the Trust Account, Endurance cannot assure you it will be able to return $10.05 per share to Endurance public shareholders. Additionally, if Endurance files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance or preference. As a result, a bankruptcy court could seek to recover some or all amounts received by Endurance shareholders. Furthermore, the Endurance board of directors may be viewed as having breached its fiduciary duty to its creditors and/or may have acted in bad faith, and thereby exposing itself and Endurance to claims of punitive damages, by paying Endurance Public Shareholders from the Trust Account prior to addressing the claims of creditors. Endurance cannot assure you that claims will not be brought against it for these reasons.

Endurance Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) the completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (2) the redemption of any Endurance Public Shares properly submitted in connection with a shareholder vote to amend the Endurance Articles (A) to modify the substance or timing of Endurance’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of Endurance Public Shares if it does not complete the initial business combination within 18 months from the closing of the Endurance IPO or (B) with respect to any other provision relating to the rights of holders of Endurance Class A ordinary shares; and (3) the redemption of our Endurance Public Shares if Endurance has not completed an initial business combination within 18 months from the closing of the Endurance IPO, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of Endurance warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants.

Facilities

Endurance currently maintains its executive offices at 630 Fifth Avenue, 20th Floor, New York, NY 10111. The cost for this space is included in the $10,000 per month fee that it pays an affiliate of the Sponsor for office space, administrative and support services. Endurance considers its current office space adequate for its current operations. Upon the closing of the Business Combination, the principal executive offices of Endurance will be those of SatixFy.

Employees

Endurance currently has three officers and do not intend to have any full-time employees prior to the completion of its initial business combination. Members of the management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to Endurance’s affairs until the completion of the initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for the initial business combination and the current stage of the business combination process.

Directors and Executive Officers

Endurance’s current directors and executive officers are as follows:

Name	Age	Position
Chandra R. Patel	56	Chairman of the Board
Richard C. Davis	56	Chief Executive Officer and Director
Graeme Shaw	51	Chief Technical Officer
Romeo A. Reyes	52	Chief Financial Officer
Gary D. Begeman	63	Independent Director
Henry E. Dubois	60	Independent Director
Michael Leitner	54	Independent Director

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Chandra R. Patel has been Endurance’s Chairman of the Board of directors since April 2021. Mr. Patel is the founder of Antarctica Capital and has served as the managing partner of Antarctica Capital since 2010. Antarctica Capital is an international private equity firm headquartered in New York with offices in the UK and India. Mr. Patel is responsible for Antarctica Capital’s strategic direction and core relationships and leads the firm’s key expansion initiatives. He developed the real assets business for Antarctica Capital and its SIGA®, SARO® and SEREY™ investment strategies. Mr. Patel co-founded Antarctica Capital’s private equity business and raised its first real estate fund. Previously, he invested in a portfolio of companies in technology and healthcare, and he was involved in a number of cross-border transactions and policy initiatives. Mr. Patel also founded and held senior management positions at a variety of technology and information services companies and was an associate at a leading New York law firm. He sits on the boards of Weddell Re and EarthDaily Analytics Corp. Mr. Patel graduated from the University of Kansas (Bachelors of Arts), Summa Cum Laude, London School of Economics (Master of Science), and Boston College (Juris Doctor). We believe that Mr. Patel is well qualified to serve on our board due to his extensive experience in private equity transactions and as the founder and managing partner of Antarctica Capital.

Richard C. Davis has been Endurance’s Chief Executive Officer and a member of our board of directors since April 2021. Mr. Davis is a highly experienced executive with over 25 years of experience in corporate finance, private equity and the space industry. Since March 2021, he has served as a Managing Director of ADP. He is also a founder and Managing Member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that was founded in 2009. As part of his duties with ArgoSat, Mr. Davis sits on the boards of Sky and Space Corporation and EarthDaily Analytics Corp.

Prior to ArgoSat, Mr. Davis was President, and later Interim-CFO, for ProtoStar, a communications satellite operator which raised over $500 million and launched two DTH satellites over Asia. Earlier in his career, Mr. Davis was a private equity investor Principal at VantagePoint Venture Partners, a private equity and venture capital firm with $4 billion of assets under management. His focus was on media/telecom as well as semiconductors/semiconductor capital equipment. Before that he was a Vice President and founding member of the Lehman Brothers Communication Fund which was an $800 million private equity fund focused on communications infrastructure investments. In these roles, Mr. Davis was involved in equity and debt investments, asset acquisitions and dispositions and mergers and other business combinations or spin-offs for approximately two dozen companies in various investment lifecycle stages. Mr. Davis started his corporate finance career as an Associate at Salomon Brothers.

Mr. Davis was formerly an instructor pilot in the United States Air Force. He received his B.S. in Astrophysics (cum laude) from the University of Minnesota, and his MBA from the University of Virginia. We believe that Mr. Davis is well qualified to serve on our board due to his extensive background in corporate finance, private equity and the space industry.

Graeme Shaw has been Endurance’s Chief Technical Officer since September 2021. Mr. Shaw is an innovative, respected technologist and business strategist with over two decades of progressive experience in the aerospace and telecommunications industries. An expert in satellite engineering, telecommunications and business development, Dr. Shaw has extensive global experience in conceiving, designing, selling, buying, financing, managing, monitoring and operating satellite and technology projects. Since March 2021, he has served as a Managing Director of ADP. He is also a founder and Managing Member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that was founded in 2009. As part of his duties with ArgoSat, Dr. Shaw supports clients in leading the design, development, procurement and management of many new satellite projects and financings. He acts as Technical Advisor to financial sector clients to provide due diligence on multibillion-dollar investments or M&A transactions.

Prior to ArgoSat, Dr. Shaw served as Senior Director of Business Development for Orbital Sciences Corporation where he led the Asia Pacific sales activities.

Dr. Shaw has ScD and SM degrees in Aeronautics/Astronautics from the Massachusetts Institute of Technology and a BEng degree from Imperial College, London.

Romeo A. Reyes has been Endurance’s Chief Financial Officer since September 2021. Mr. Reyes is a veteran investment banker and leveraged finance research analyst. Mr. Reyes began his career in equity research at Goldman Sachs upon graduating from college in 1993. Nearly 30 years later, Mr. Reyes’ domain of expertise includes an extensive knowledge of the leveraged finance markets and the TMT industries.

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Mr. Reyes spent the bulk of his career at Jefferies LLC, where, over his 19-year tenure, he held leadership positions, including Americas Head of Communications, Cable & Satellites Investment Banking, Director of Leveraged Finance Research and Senior TMT Credit Analyst. Mr. Reyes was instrumental in the origination and structuring as well as the distribution of dozens of high yield and leveraged loan deals in the TMT space. Mr. Reyes’ transaction experience, which dates back to the mid-1990s, includes debt and equity capital raises and advisory work for communications service providers, media and emerging technology companies. Mr. Reyes maintains close working relationships with management teams, institutional credit investors and private equity firms. Prior to Jefferies, Mr. Reyes held similar roles at UBS, Merrill Lynch and Goldman Sachs.

Mr. Reyes earned an honors degree in Economics (cum laude) from Harvard University.

Gary D. Begeman has served as an independent director since September 2021. Mr. Begeman has over 30 years of experience managing the legal support for a broad range of strategic, financing and commercial transactions for public and private companies. He has served as an independent director on boards of directors of private and publicly held companies including Intelsat Jackson Holdings S.A., a subsidiary of Intelsat SA (from March 2020 to February 2022), SolAero Technologies Corp. (from November 2018 to January 2022), Nine Point Energy (from July 2020 to August 2021), Frontera Holdings (from July 2020 to July 2021), Ascena Retail Group, Inc. (from September 2019 to March 2021), Acosta, Inc. (from August 2019 to December 2019), Toys “R” Us Property Company II, LLC (from August 2017 to December 2018) and Sequa Corporation (from February 2016 to May 2017). He is also a director of the University of South Dakota Foundation.

Mr. Begeman was previously Executive Vice President, General Counsel and Secretary of NII Holdings, Inc., a publicly-traded wireless telecommunications company operating in Latin America (“NII”), from November 2006 to October 2015. In this capacity, he advised the company’s senior management team and board of directors on all legal, regulatory and compliance matters, including through NII’s Chapter 11 reorganization proceedings, which were filed in September 2014. From August 2003 to September 2006, Mr. Begeman was Senior Vice President and Deputy General Counsel at Sprint Corporation and prior to that, he was Vice President and Deputy General Counsel at Nextel Communications, where he served as lead counsel on behalf of Nextel in the negotiation of its merger with Sprint. Previous to that, Mr. Begeman was General Counsel at XO Communications, Inc., where he advised the senior management team and board of directors on all legal, regulatory and compliance matters and was a Partner at Jones Day LLP, focusing on capital formation and mergers and acquisitions.

Mr. Begeman holds a Bachelor of Fine Arts in music education from the University of South Dakota and a Juris Doctor degree from The Ohio State University School of Law. We believe that Mr. Begeman is well qualified to serve on our board due to his deep understanding of legal, regulatory and compliance matters and broader experience in the telecommunications industry.

Henry E. Dubois has served as an independent director since September 2021. Mr. Dubois brings extensive domestic and international experience leading telecom and space related companies through periods of growth for both public and private companies. He has proven capital markets experience having raised more than $2.5 billion and led over 30 M&A transactions for companies in which he has been a member of senior management. Since September 2021, Mr. Dubois has been the Chief Development Officer of BlackSky Technology, Inc., a NYSE listed satellite company and provider of real-time geospatial intelligence. As a Managing Director at HED Consulting, LLC, he has led two satellite imaging companies and one telecom company through periods of significant growth and has been advising a data analytics and satellite imaging company as a board advisor through a period of transformation since 2018 As a board advisor to Blacksky, he advised on the carve-out sale of a division and has advised on multiple capital raises and the announced merger of Blacksky with Osprey Technology Acquisition Corp. He served in the chief financial officer role and in a strategic advisory role for GeoEye between 2005 and 2012. For DigitalGlobe, where he served as President, chief operating officer, and chief financial officer from 1999 through 2004, he led the company from its development stage through the commercialization of services from its imaging satellites. And for an Asia Pacific cellular telecom company, PT Centralindo Panca Sakti based in Jakarta, Indonesia, he led the company as chief executive officer from 1995 to 1999 as the company deployed its cellular network and expanded its media operations with acquisitions in related telecom services and television broadcasting.

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In addition Mr. Dubois led Hooper Holmes, a national health risk assessment provider, from April 2013 to April 2018 as its chief executive officer through a Chapter 11 restructuring that was filed in 2018, refocusing its business lines to high growth opportunities in the healthcare industry shedding under-performing business lines and adding new capabilities through acquisitions. In August 2018, after Mr. Dubois’ tenure as the Chief Executive Officer of Hooper Holmes, the company filed a voluntary petition for bankruptcy under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (Case No. 18-23302). Pursuant to a plan of liquidation filed by Hooper Holmes and its subsidiaries, the Hooper Holmes Liquidating Trust was formed to administer the final liquidation of the company’s assets and a trustee was appointed to dissolve the company.

Mr. Dubois started his career as a consultant with Booz, Allen & Hamilton and as an internal auditor and finance supervisor for Exxon Corporation. He earned his Bachelor of Arts degree in Mathematics from the College of the Holy Cross and his Master of Management degree from the J. L. Kellogg Graduate School of Management at Northwestern University with concentrations in finance, marketing and accounting. We believe that Mr. Dubois is well qualified to serve on our board due to his extensive experience leading domestic and international companies through periods of growth and change for both public and private companies.

Michael Leitner has served as an independent director since September 2021. Mr. Leitner was the co-head of Blackrock’s Direct Lending and Special Situations investment practice, which had over $17 billion of assets under management at the time of Mr. Leitner’s retirement from BlackRock in December 2020. Mr. Leitner led BlackRock’s investment strategies in the technology, communication services and media sectors, and was also the lead partner for special situations strategies, restructurings, and corporate governance matters for the funds he managed. Michael Leitner currently serves as a director of each of INAP, a global provider of secure, performance-oriented hybrid infrastructure solutions, Tillman Infrastructure Group, a developer, owner and operator of wireless macro cell sites and towers, and Panagram Capital LLC, a closed-end investment fund focused on CLO equity tranche investing. From 2005 to August 2018, Mr. Leitner held several roles, including Managing Partner, Chairman of the Investment Committee and as a member of the Management Committee, with Tennenbaum Capital Partners (“TCP”), an alternative investment management firm. TCP was acquired by BlackRock in August 2018.

Mr. Leitner has had an extensive career as an executive with several leading technology and global communications firms. From 2004 to 2005, Mr. Leitner served as Senior Vice President of Corporate Development for WilTel Communications. From 2002 to 2004, Mr. Leitner served as President and Chief Executive Officer of GlobeNet Communications. Mr. Leitner positioned each of GlobeNet and WilTel through successful operating turnarounds and sale transactions. From 2000 to 2001, Mr. Leitner served as Vice President of Corporate Development and head of Global Data Center and Colocation Services for 360 Networks, Mr. Leitner also served as Senior Director of Corporate Development for Microsoft Corporation, managing corporate investments and acquisitions in the telecommunications, media, managed services, and enterprise software sectors, from 1998 to 2000. Prior to Microsoft, Mr. Leitner was a Vice President in the Mergers and Acquisitions group at Merrill Lynch. Mr. Leitner has served on numerous public and private company boards, including serving as a member and/or chairman of past audit, compensation, executive and governance committees.

Mr. Leitner earned a B.A. in Economics from the University of California at Los Angeles and an M.B.A from the University of Michigan. Mr. Leitner is also an active member of YPO (Young Presidents’ Organization) and a licensed EMT in New York. We believe that Mr. Leitner is well qualified to serve on our board due to his extensive experience as a leader in the finance, technology and communication services sectors.

Legal Proceedings

There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against Endurance, and Endurance has not been subject to any such proceeding in the 10 years preceding the date of this proxy statement/prospectus.

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Periodic Reporting and Audited Financial Statements

Endurance has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. Endurance has filed with the SEC an Annual Report on Form 10-K for the year ended December 31, 2021 and a Quarterly Report on Form 10-Q for the three and six months ended June 30, 2022.

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SATIXFY’S BUSINESS

Before investing in our ordinary shares, you should read this entire proxy statement/prospectus carefully, including the information presented under the headings “Risk Factors,” “Unaudited Pro Forma Condensed Combined Financial Information,” “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this proxy statement/prospectus. In this proxy statement/prospectus, unless we indicate otherwise or the context requires, “SatixFy,” “the company,” “our company,” “the registrant,” “we,” “our,” “ours” and “us” refer to SatixFy Communications Ltd. and its consolidated subsidiaries.

Our Mission

Our mission is to be the leading global provider of digital satellite communications systems that enable satellite-based broadband delivery to markets across the globe.

Our Company

We are a vertically integrated satellite communications systems provider using our own semiconductors, focused on designing chips and systems that serve the entire satellite communications value chain — from the satellite payload to user terminals. We create chip technologies capable of enabling satellite-based broadband delivery to markets around the world. Since we commenced operations in June 2012, through December 31, 2021 we have invested over $180 million in research and development (“R&D”) to create what we believe are the most advanced satellite communications and ground terminal chips in the world.

We develop advanced Application-Specific and Radio Frequency Integrated Circuit chips (“ASICs” and “RFICs”) based on technology designed to meet the requirements of a variety of satellite communications applications, mainly for LEO, MEO and GEO satellite communications systems, Aero/IFC systems, certain COTM applications such as public transportation and maritime connectivity, and satellite-enabled Internet-of-Things (“S-IoT”) and machine-to-machine (“M2M”) devices. Our chip technology supports Electronically Steered Multibeam Antennas (“ESMA”), digital beamforming and beam-hopping, on-board processing for payloads and Software Defined Radio (“SDR”) modems — each of which will be critical for providing optimized access to LEO satellite constellations.

We believe we are the only vertically integrated maker of satellite communications systems selling products across the entire satellite communications value chain (depicted in the graphic below). All of our systems integrate our proprietary semiconductor chips, of which we are a fabless manufacturer. We design our chips, code our software and design end-to-end communications systems for use in various satellite communications applications.

Our end-to-end solutions for the satellite communications industry include satellite payloads, user terminals (ground and Aero/IFC) and hubs, each built around our advanced ASICs and RFICs. We have a

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diverse customer base, including satellite operators, airlines, manufacturers of satellite communications systems, and other connectivity service providers that integrate our chips and systems in their satellite communications infrastructure. We believe that our modular, scalable and software controllable technology, our focus on producing products for the entire satellite communications value chain and our ability and experience in designing our systems to meet our customers’ specifications, differentiate us from our competitors.

In March 2018, we entered into a strategic partnership with ST Electronics (Satcom & Sensor Systems) Pte Ltd. (“STE”), a public company with approximately $5.4 billion or revenue in 2020, pursuant to which we formed a joint venture, Jet Talk, which was funded by a $20.0 million investment by STE intended to fund our R&D related to and commercialization of our Aero/IFC satellite communications terminals. We hold 51% of the equity in Jet Talk and STE, participates in significant financial and operational decisions, including the right to appoint its chief executive officer and direct Jet Talk’s R&D (which is performed by us) and marketing activities, and controls Jet Talks funding. Pursuant to our joint venture agreement with STE, once we complete the development of our Aero/IFC satellite communications terminal product, they will be commercialized to the commercial aviation market exclusively through Jet Talk. We anticipate that our partnership with STE will allow us to benefit from STE’s deep aerospace industry experience and large presence in East Asia. See “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Our Revenue Model and Prospects” and Note 8 to our consolidated financial statements included elsewhere in this proxy statement/prospectus.

We expect that our growth in the coming years will be driven by continued rapid increases in demand for high-speed broadband services across the globe, which will be propelled by an increasing number of internet users, broadband connected devices, amount of global data usage and the need for ubiquitous connectivity. We believe that our technologies are well positioned to meet the need for compatible chips and systems to connect new satellite technologies with existing systems and maximize their innovative potential.

Our revenues for the years ended December 31, 2021 and December 31, 2020 were $21.7 and $10.6 million respectively.

Satellite Communications Chips

There is a current trend in the satellite communications industry to transition from traditional analog devices and components to modern digital devices, integrating multiple functions into miniaturized and low-cost integrated circuit modules (chips), which is having a material impact on the satellite communications value-chain. The chips themselves are the critical technology needed to implement this transition — enabling application-specific functionality and defining the capabilities of the communications systems in which they are integrated.

We believe we are a leader in developing advanced, digital silicon ASICs and RFICs for modems and antennas that can be deployed across the entire satellite communications value chain. We have developed advanced lines of modem and antenna chips that enable critical functions for satellite communications systems, such as our PRIME and BEAT antenna chips, which enable multi-beamforming and beam-hopping for satellite payloads and user terminals, and our newest, software-defined SX-4000 satellite payload chip, which enables digital on-board processing, beam-hopping and enhanced connectivity needs, including positioning, navigation and timing. We design each of our chips to provide a desirable ratio of size, weight, power and cost (“SWaP-C”), while also aiming to maximize data transmission rates for the communication applications that our chips serve.

We developed our chip set with the help of substantial grants from the European Space Agency (“ESA”), sponsored by the UK Space Agency (“UKSA”), through ESA’s Advanced Research in Telecommunication Systems (“ARTES”) program, which have amounted to over $70 million through December 31, 2021.

The functionality of our chips has been designed to meet key anticipated market trends in satellite communications, leveraging our know-how and additional insight and expertise from ESA industry specialists and other leading market participants in these programs throughout the development process. We believe the significant time and cost associated with the development of a new ASIC creates a significant

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barrier to entry and endows us with a market advantage over competitors that would need to invest large sums and spend years to attempt to catch up with our current capabilities. We intend to continue investing in new chip development to meet the future needs of our customers and ensure that we maintain our technological market advantage.

Our chips are compatible with the emerging communication LEO, MEO and GEO satellite constellations and are also designed to be utilized for satellite communications applications such as IFC. We believe our chips are some of the most advanced on the market in terms of their ability to provide wide bandwidths, beamforming and beam-hopping functions in satellite payloads and user terminals, while also being among the most attractive chips in terms of SWaP-C characteristics, as we believe our chips have higher capacity, lower power usage, lower weight and are lower cost than competing products. See the below graphic for an overview of our chipsets and for further discussion of our suite of ASIC and RFIC chip technologies, see “— Our Satellite Communications Chips and Systems.”

Satellite Communications Systems

A satellite communications system is comprised of the three following constituent subsystems (depicted in the graphic below):

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The satellite payload, which is the system integrated to the satellite platform that provides in-space data receiving, processing and transmitting capabilities.

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The user terminal, which is the system on the ground (or aircraft, in the case of IFC), comprised of an antenna and modem, that digitally links to the satellite payload and provides data receiving, processing and transmitting capabilities.

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The hub, which is the system that enables the network operator to control and manage its communication network and the interaction between the satellite payload and the ground terminal.

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We design systems in each of these three categories powered by our own proprietary chips, providing satellite communications network operators and manufacturers of satellites with advanced solutions for their satellite communications needs.

Satellite Payloads

Our satellite payloads are designed to consist of an On-Board Processor (“OBP”) using our advanced SDR SX-4000 payload chip, and our satellite ESMA powered by our PRIME2 digital beamforming chip. Our satellite payloads are designed for LEO, MEO and GEO satellite applications and are fundamentally flexible, enabling the transmission of large amounts of data that can support in-flight and other remote and mobile communication services, among other applications. Our satellite payloads have a digital regenerative onboard processing capability (involving demodulation, processing and remodulation of the signals) that enables handling of communications coming from the ground and communications transmitted from the satellite to the ground, thereby supporting satellite interconnectivity, while ensuring more effective use of the communication bandwidth, and improving system performance. Our payload chips also support transparent modes used in more traditional satellite systems.

Satellite payloads must be engineered to meet the technical specifications of the satellite mission for which it is intended. We are nearing completion of our prototype payload, sponsored by ESA, for OneWeb’s initial Gen2 LEO launch, to be delivered to the customer in mid-2022, although there can be no assurance as to when or if it will launch or whether it will perform as expected.

User Terminals, Modems and Antennas

Our user terminals consist of a modem and antenna.

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Modems.   We have developed our modems based on our proprietary SX-3000 and SX-3099 Very Small Aperture Terminal (“VSAT”) chips, a part of our ASIC technology and one of the base building blocks for all our terminal products. We produce modem modules designed to bring the fastest performance available today in a compact form factor and with low power. All of our modems are designed for easy integration with our customers’ hardware, and software solutions and are available for a variety of applications. Our modems are designed to natively support the entire DVB-RCS2 / DVB-S2X industry standards as well as a complete SDR for any other waveform, to ensure maximum flexibility and relevance to our customer base. These industry standards are intended to ensure that systems that utilize them perform with better efficiency, more throughput and better network reliability. We were directly involved in writing the DVB-S2X standard which is based in part on our technology and patents.

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Antennas.   We offer a line of advanced ESMA products based on our proprietary BEAT and PRIME ASIC chip technologies for both ground and Aero/IFC terminal connectivity.

To date, we have sold over 115,000 units of our S-IDU modems based on our SX-3000 chip, have recently begun to offer our Terminal on Module (“ToM”) modems based on our SX-3099 chips and are in the process of engineering SX-3099-based ToM products for certain customers. In some cases, we engineer and sell our SX-3099 chip to customers that prefer to design their own case and board and have sold over 55,000 to such customers through December 31, 2021.

Through Jet Talk, we are at an advanced stage of developing Aero/IFC terminals that enable in-flight broadband connectivity via connection with multiple satellites, including LEO satellites, enabling high performance broadband communications for hundreds of passengers in commercial or private flights. We expect a prototype to be ready for a customer demonstration by the end of 2022, although there can be no assurance as to when or if the prototype will be ready or whether it will perform as expected.

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	We currently offer a line of compact satellite enabled Internet-of-Things (“S-IoT”) terminals using the industry-standard Ku-band frequency, mainly to provide enterprise users with efficiently priced messaging functionality for applications such as logistics, asset tracking, remote sensor data transmission and more.
	We are developing a COTM user terminal capable of delivering broadband Internet capacity to vehicles, serving markets such as public transportation and emergency services.

Additionally, we are also developing a direct-to-home broadband user terminal in connection with our ESA-sponsored project with OneWeb, which is designed as a low-cost user terminal variant that we believe can be the lowest-cost ESMA on the market, providing large data transfer rates and low latency via LEO constellation operators.

Hubs and Gateways

We offer our Shepherd managed communications system, known as a hub, which serves as a smart satellite resource manager that uses a common forward channel to transmit data and allow our customers to monitor and manage advanced terminals in their networks. We also offer gateway modem products based on our SX-3099 modem chips, supporting high-capacity links and beam-hopping with reduced power consumption and cell size.

Market Opportunity

The space industry is undergoing a dramatic transformation due to lower cost communication solutions and miniaturization in the small satellite sector, which is driven by the increasing capability of small electronics, materials and sensors. We believe this paradigm shift in the industry represents a significant opportunity for SatixFy. Within the broader satellite communications industry, we are positioned to target three markets with our advanced satellite chips and communications systems: the satellite communications systems market, the Aero/IFC market and the COTM market.

We believe our technology, which is built on our advanced ASICs and RFICs, enables customers to unlock the full potential of LEO, MEO and GEO satellites. Our satellite and ground ESMA, and advanced chips with beamforming and beam-hopping capabilities, will be especially advantageous to overcoming the technological challenges of connecting with, and maximizing the utility of, the new LEO constellations. We anticipate, based on internal estimates using data published in a May 2020 McKinsey article titled “Large LEO satellite constellations: Will it be different this time?” ​(the “McKinsey data”) and our own estimates of the projected demand for satellite communications systems and unit pricing, that our total addressable market (“TAM”) for our products can exceed $20 billion by the end of the current decade.

While the McKinsey data estimated that approximately 50,000 LEO and other communications satellites are expected to be in operation by 2028, recent developments, including geopolitical instability and economic uncertainty, has led us to believe that it may take longer for this estimate to be achieved. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Results — Our estimates, including market opportunity estimates and growth forecasts, are subject to inherent challenges in measurement and significant uncertainty, and real or perceived inaccuracies in those metrics and estimates may harm our reputation and negatively affect our business”.

Satellite Communications Systems

The non-geostationary orbit includes satellites operating in LEO, with an altitude typically between 200 and 870 miles (325 to 1,400 kilometers) and satellites operating in MEO, between the LEO and GEO

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orbits. Unlike GEO satellites that operate in a fixed orbital location above the equator, LEO and MEO satellites travel over the surface of the earth at high relative velocities, requiring user terminals and hubs capable of tracking their movement. LEO satellite systems have the potential to offer a number of advantages over GEO satellites to meet growing requirements for commercial and consumer broadband services by providing increased data speeds and capacity, and global coverage.

We believe, based on internal estimates using the McKinsey data, that a total of approximately 50,000 satellites are planned to be in operation by the end of the current decade, most of which we expect to be LEO, and which will need advanced satellite payloads and user terminals to enable their use. Additionally, because LEO satellites are expected to have a shorter lifespan than GEO satellites, approximately 5 years based on estimates for Starlink’s SpaceX constellation, satellite providers will require access to a recurring supply of satellite communications systems and components in order to replenish constellations as the satellites approach obsolescence. We anticipate, based on the above figures and our own estimates of the projected demand for satellite communications systems and unit pricing, that by the end of the current decade the TAM for satellite payloads could reach approximately $3 to $4 billion and the TAM for user terminals will reach approximately $5 to $6 billion.

We believe we are well positioned to meet the demand for technologies that enable communication via this anticipated wave of LEO satellites, which will require satellite communications systems (payloads, user terminals and hubs) with strong on-board processing capabilities, electronically steerable antennas, wideband modems, the ability to transfer large volumes of data and chips with desirable SWaP-C characteristics. Cost-effective ESMA are desirable for both mobile applications, removing the need for unreliable mechanical parts and associated maintenance, and fixed applications, for ease of installation. We believe these key characteristics of our proprietary technologies will offer customers compelling advantages, from ground to orbit. We believe that our chips’ capabilities to power customers’ needs across the entire satellite communications value chain is an important competitive advantage, ensuring compatibility and efficiency.

We expect that future satellite communications systems will be able to leverage the benefits of, and integrate with, existing communication networks, including cellular networks, satellite communications systems operating at L-band frequency ranges, as well as future 5G communications networks, to provide continuous and reliable communication at quality and prices competitive with the current terrestrial networks. Additionally, Ka and Ku-band frequency LEO satellites will enable satellite communications systems to compete with terrestrial systems, even in urban areas where terrestrial systems currently operate at more attractive prices. We believe there is a trend in the global telecommunications industry moving towards a convergence between satellite and terrestrial-enabled capability. Terrestrial players, including telecoms and other cellular service providers, are investing significantly in space capability to this end. Our chips and products can be implemented to bridge the technical gap between satellite and terrestrial systems, enabling seamless, ubiquitous connectivity across the globe.

While we are not currently developing any telecommunications-related products, we believe that the expected rapid expansion of 5G networks presents a substantial opportunity for the satellite communications industry. We also believe that our proprietary chip technology is well-suited to adaptation to the expected requirements of 5G telecommunications satellites.

Aero/IFC

Satellite communications systems for in-flight broadband connectivity on aircraft have undergone significant changes over recent years, as demand has intensified for in-flight broadband communication services at a level and quality more comparable to home use, supporting broadband and streaming applications. The modern airline passenger desires reliable, high speed data connectivity in-flight (which aggregates up to one (1) gigabit per second for a wide body aircraft serving hundreds of passengers), consistent, high-quality service from gate-to-gate, without the additional costs typically charged for such premium service.

Currently, Aero/IFC terminals are based on communication from the ground to the aircraft or from GEO satellites to the aircraft. The data volume and transmission speeds via these communications systems are limited, in part because the tracking antenna systems typically used for connection with GEO satellites and terrestrial broadband networks are mechanical and susceptible to signal disruptions or gaps as the

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antenna mechanically switches from source to source. Download and upload speeds are often limited, as is latency. The new generation of LEO satellite constellations operating at Ka and Ku-band frequency ranges provide a partial solution to this connectivity issue, because they will be deployed in far greater numbers and provide more extensive signal coverage than GEO constellations. However, in order for aircraft to connect with these LEO satellite constellations, they will need to be equipped with a user terminal capable of tracking the fast-moving and numerous LEO satellites, or accessing both LEO networks and GEO networks simultaneously. This electronically steered multibeam connectivity is essential to providing seamless handover between satellites and simultaneous multi-orbit operation.

Based on September 2020 EuroConsult estimates, by the end of 2019, approximately 9,000 commercial aircraft and 22,500 private aircraft were equipped with an IFC system, many of which are not compatible with the new LEO satellite technologies yet to be fully deployed. EuroConsult estimates that up to approximately 17,500 commercial and 30,000 private aircraft could have an IFC system by 2029, marking growth in demand for enhanced in-flight Internet and communication capabilities. We anticipate that, based on EuroConsult estimates and our estimates of demand and unit pricing, the TAM for Aero/IFC terminals will reach $10 to $12 billion by 2029. Electronically steered multibeam connectivity is essential to provide seamless handover between satellites and simultaneous multi-orbit operation.

Through Jet Talk, we are designing an advanced Aero/IFC terminal based on our chips with the ESMA beamforming and multibeam capabilities necessary to address the challenges of mechanical signal tracking. Our Aero/IFC terminal is designed to enable broadband connection between aircraft and LEO satellite constellations to provide enhanced data speeds and signal coverage for Aero/IFC providers. Improved speeds and latencies from LEO constellations are expected to enable airlines to promote more “bring-your-own-devices” for inflight entertainment, a longstanding ambition of the industry that could now become reality. Additionally, our Aero/IFC terminal is designed to be easier and faster to install than existing IFC systems. Our system will also be multi-orbit capable, able to send and receive signals to LEO, MEO and GEO networks simultaneously, a feature desired by customers for service resilience and flexibility.

The COVID-19 pandemic caused a severe decline in global air traffic during fiscal years 2020 and 2021, which slowed down the development and deployment of new IFC systems by airlines seeking to upgrade their existing systems or install IFC systems for the first time. While current global airline traffic is still a fraction of the activity in fiscal year 2019, domestic airline traffic is showing signs of improvement. The International Air Transport Association (IATA) expects air passenger numbers to recover to 103% of pre-Covid levels by 2024 (March, 2022). Further, we expect to benefit from STE’s industry experience and strong presence in East Asia in the marketing and sale of our Aero/IFC terminals, which will be marketed and sold to the commercial aviation market exclusively through our Jet Talk joint venture. See “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Our Revenue Model and Prospects.”

Despite the challenges associated with COVID-19 and the clear impact on the Aero/IFC sector, we have continued to invest in research and development and also believe the circumstances have provided us with an opportunity to gain IFC market share. Significant delays occurred in the procurement of IFC antennas as a result of the pandemic, providing us with the opportunity to mature our technology and design lower cost, more powerful and easier to install Aero/IFC terminals at a time when our principal competitors’ market-ready products, based on more traditional mechanical antennas operating over GEO, did not receive substantial orders. We anticipate that our Aero/IFC terminals will now come to market at the time the industry is likely to begin procuring their next generation of IFC equipment, also coinciding better with new services being introduced by new LEO constellations. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — The global COVID-19 pandemic has harmed and could continue to harm our business, financial condition, and results of operations” and “SatixFy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Impact of COVID-19.”

Satellite IoT (“S-IoT”) and Machine-to-Machine (“M2M”)

Presently, satellite communications that supports S-IoT are dominated by narrowband providers that are only able to transmit small amounts of data at very high costs. Although some GEO and LEO satellites are in use for M2M and S-IoT connectivity specifically, these constellations predominantly operate on L-band frequencies, which imposes significant limitations on the amount of data they can transmit and

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makes them more expensive to operate than cellular networks. With the increased rollout of LEO satellites using Ku- and Ka-band frequency systems, we believe that satellite communications systems will become more relevant to the global IoT and M2M market. We believe that the lower cost-per-bit achievable via Ku/​Ka-band LEO satellites, in conjunction with affordable mobile-capable S-IoT devices, will help grow this market segment.

Communications On The Move (“COTM”)

We believe that LEO constellations further provide the potential to facilitate connectivity for applications requiring continuous communication while on the move. There are many such satellite-enabled mobile applications such as connected cars and commercial vehicle fleets, broadband to public transport, and connected emergency service vehicles. Satellite communications systems with high coverage capability will have an important role in supporting the development of the broader mobility market and enabling full ubiquitous connectivity. We believe that our proprietary chip technology is well-suited to adaptation to the expected requirements of the COTM device market in the future.

Our Technology

We have a broad portfolio of technology leading silicon chips and systems for the entire satellite communications value chain. Our team of over 180 engineers is focused on developing cutting-edge systems, powered by our chip technologies, to lead innovation in satellite communications. We are committed to enhancing our technology, which is demonstrated by our over $180 million in R&D investment from the commencement of operations in June 2012 through to December 31, 2021.

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Cutting-Edge Chips.   We believe we are positioned to be a leading provider of satellite communications systems for the next generation of satellites. Our modem chips have the ability to split data for retransmission and combine received data from nearby satellites or ground hubs efficiently and quickly. Our chip technology enables us to develop communications systems that are high performing, low weight, energy efficient and sized to be compatible for a wide array of applications and satellite technologies.

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Advanced Antennas and Modems.   Our technology in the field of multibeam management, transmission and beamforming and hopping, based on our advanced chips, introduces a new and advanced generation of flat electronic antennas that will be critical to enabling user terminals to track multiple LEO satellites at a time. Our ESMA chips enable efficiency, modularity and scalability to support multibeam and high data rates. We are designing efficient and innovative digital interfaces for our modems to enable them to handle numerous transmission and reception beams, which will be necessary for LEO satellite networks.

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Tailor Made.   We have the ability to design and present customers with customized solutions using our whole family of highly flexible chips and modules that integrate with their planned or existing systems, and which can be tailored to meet their requirements. We believe that providing optimized cost-effective solutions, in an era when satellite technology is rapidly evolving, is important for positioning us at the technological forefront of the market and securing relationships with leading communications providers.

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End-to-End Solutions.   Our development team manages the entire product development life cycle, beginning with the characterization stage, through to the design and third-party manufacture of the chips, integration of the chips within communications systems, testing of the systems and culminating with delivery and the provision of operational support to the customer. The solutions we provide enable customers to enjoy an efficient and continuous process for the development of their systems with a single supplier and single point of contact throughout the entire development and implementation process. We develop the chips, design the systems that integrate the chips, write the software needed to operate the chips and manage integration of the various components into a single, cohesive satellite communications systems that fits our customers’ needs.

Our Strengths

Our core chip technology and satellite communications systems leverage our track record in satellite communications chip development, and our deep understanding of RF device processing, silicon chip

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design and related system architecture to address the emerging needs of the satellite communications markets. We believe our leadership position in developing chips and satellite communications systems is a result of the following core strengths:

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Superior Technology Leading to Superior Performance.   We believe we are a technology and product leader in the growing satellite communications industry, as evidenced by our innovative technologies such as the digital beamforming and the beam-hopping chip technology. Our chips are designed to power our satellite communications systems, which in turn enhance satellite communications capabilities, including on-board processing capabilities driven by channel switching and flexibility. Our systems are optimized to unlock the full potential of new LEO satellite constellations. We believe that the proprietary and innovative features of our modem and antenna chips enable us to create satellite communications systems that are superior in capacity, performance and functionality to our competitors’ systems.

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Tailor-Made Innovation of Next-Generation Satellite Communications Technology.   Our SDR modem and antenna chips are designed to be tailored and optimized to meet the technical requirements of our customers in their respective end markets without the traditional expense of developing bespoke chips each time. This is a significant differentiator from, and combined with the over $180.0 million we have invested in research and development creates significant barriers to entry for, our competitors. Our communications systems are also capable of being tailored to our customers’ needs, while promoting efficiency through a common chip set across the entire satellite communications value chain. In many cases, our close relationships with our customers in the design stage and our deep engineering expertise, position us in a limited group of satellite communications system developers capable of providing the necessary solutions to our customers. We believe these close working relationships, coupled with our proprietary technology and experience, help our customers achieve higher throughput capacity and better integration of all key components of the satellite communications system, while providing advantages in terms of lower weight and power consumption. We believe our solution enables overall lower systems costs relative to our principal competitors.

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Silicon Enabled SWaP-C.   The use of silicon-based technologies in our satellite communications chips and systems is key to achieving the industry’s goal of producing systems that are smaller in size and lower in weight, power consumption and cost.

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Higher Reliability, Lower Maintenance and Faster Installation.   The use of silicon in our antenna systems makes them more reliable than the mechanical antennas available in the market due to fewer moving parts, fewer failure points and faster installation time of our antennas. We have designed our antenna systems to be easier to install and require less maintenance than systems using mechanical elements with complex packaging.

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End-to-End Capabilities Promoting Long-term Customer Relationships.   We often cover the entire life cycle of the systems we deliver to our customers, from defining specifications according to our customers’ requirements, to designing or redesigning the chips, to oversight of the assembly of the final product and the subsequent delivery of custom-tailored products to the customer. We believe that our participation in serving the entire life cycle of the customer’s satellite communications system promotes long-term customer relationships, as once our tailor-made systems are integrated in a customer’s satellite constellation or the ground communications infrastructure, the costs of switching to a different provider of satellite communications systems could often be substantial.

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Proven Management Team.   Our founders and executive management team have extensive experience in effectively guiding companies through various industry cycles and technology transitions. We have recently strengthened our leadership with the joining of Mr. David Ripstein as a CEO, effective June 26, 2022. Mr Ripstein brings an extensive experience of transforming high-tech technologies and products into profitable, global businesses. Among the companies he managed throughout his career is RadCom Ltd. (Nasdaq: RDCM) where he served as a President & CEO for 9 years leading the development of new solutions and penetrating new markets, tripled its revenues and increased its share price 10x. Ms. Simona Gat, who serves as our President, brings over 35 years of experience in product design and manufacturing, marketing, sales and management from her tenure at both Gilat Satellite Networks and Raysat, Inc., which developed broadband antennas for cars. Charles A.

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Bloomfield, our Chief Executive Officer of SatixFy Space Systems UK Ltd., a subsidiary of SatixFy, previously led the Communication Products (Telecom Satellite) division of Airbus Defence and Space Ltd. where he was responsible for the strategic planning and its implementation relating to spacecraft advanced payloads, products and equipment. Mr. Yoav Leibovitch, our CFO and Chairman of the Board, has a vast experience in leading the financial strategizing and investor relations of public companies. Our management team provides us with steady, reliable leadership, uniquely capable of identifying strong investments, executing through change, and maintaining stability during market uncertainty.

Our Strategy

We aim to be the leading global provider of digital satellite communications systems that enable satellite-based broadband delivery to markets across the globe. The key elements of our strategy are:

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Strengthen our Technology Leadership.   We believe that our success thus far is largely attributable to our digital silicon chip design expertise. We aim to leverage our design expertise to continue developing high-performing chips and systems that are smaller, lighter, have lower power consumption and a lower cost, while continuing to invest in research and development to maintain our technology leadership in this market.

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Capitalize on LEO and IFC Market Opportunities.   The satellite communications market presents significant opportunities for innovative solutions. The introduction of the new LEO satellite constellations creates the need for smaller satellite communications systems that can handle higher speeds, larger capacity and operate with lower power consumption. Our modem and antenna chips, as well as our satellite payload, user terminal and hub systems were developed to meet the new technological needs of the LEO satellite constellations. New opportunities in the Aero/IFC market are emerging as the demand for “home-like” broadband connectivity on commercial flights increases, creating the need for IFC systems that can deliver fast and reliable connectivity. By developing our chips and systems to meet new market opportunities, we intend to expand the deployment of our next generation chips and systems.

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Leverage and Expand our Existing Customer Base.   We intend to continue to develop long-term, collaborative relationships with top tier customers who are regarded as leaders in their respective markets. We intend to continue to focus on sales to these customers and build on our relationships with them to define and enhance our product roadmap and expand our scope of business with them. Engaging with market leaders will also enable us to participate in emerging technology trends and new industry standards.

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Attract and Retain Top Talent.   We are committed to recruiting and retaining talented professionals with proven expertise in the design, development, marketing and sales of satellite communications chips and systems. We believe we have assembled a high-quality global multinational team in all the areas of expertise required for a leading satellite communications company. We believe that our ability to attract the best engineers is a critical component of our future growth and success.

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Expand our Global Presence.   We intend to continue strengthening our relationships with our existing customers, while also planning for increased demand as our brand recognition grows. We intend to continue expanding our presence worldwide as we grow in our market to serve the needs of clients in additional geographies and tap into talent pools from international markets.

Our Chips and Satellite Communications Systems

Modem Chips — SX-3000/3099/4000

SX-3000/3099

Our SX-3000 is the first generation of modem chip we developed. It is a VSAT modem chip, System on a Chip and an ASIC designed for ground user terminals. The SX-3000 is a core element with empowered SDR capabilities and is compatible with the latest industry standards, such as DVB-S2X/RCS2, with a transponder throughput rate of up to 500 Msps HTS. In addition to providing VSAT modem SDR functions,

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additional embedded Central Processing Units and multiple Digital Signature Processing, the SX-3000 enables advanced features, such as fast beam-hopping, is custom designed for wide-band high throughput satellite terminals, and is highly compatible and designed to serve as a core component in VSAT modem systems. The SX-3000 serves applications from standard satellite broadcast to mobile satellite data terminals, and TV broadcast. The SX-3000 also includes “Over the Air” capability, which enables firmware upgrades in the field for long term system viability and a long product life cycle with future proof upgradability enabling future-proof systems.

Our SX-3099 VSAT modem chip is the new generation of SX-3000 that represents an improvement over the SX-3000. SX-3099 is capable of supporting 1GHz bandwidth, up to eight instances in receive and transmit paths, beam-hopping, and is smaller in size, consumes less power, and is lower in cost compared with the SX-3000. The beam-hopping capability is compatible with the DVB S2X standard, which is the latest revision of the industry standard for the satellite communications systems, written and led by our engineers and is based on our technology and patents. We believe of SX-3099 is the first and currently the only modem chip supporting wideband channels and beam hopping. The primary target uses of our SX-3099 modem chips include ground terminals and hubs, IFC systems and S-IoT.

As of December 31, 2021, we have sold approximately 115,000 of our satellite communications modems (S-IDU) with our SX-3000 chips and 55,000 of our SX-3099 chips.

SX-4000

The SX-4000 is a highly integrated, low-power, satellite baseband modem chip suitable for use in satellite payloads, with on-board processing, also supporting Inter-satellite Links. The chip is based on our SX-3000 and SX-3099 modem chips and is treated with a radiation hardening process to be suitable for space usage. The radiation hardening process used on the SX-4000 chip includes software features that are designed to reduce the occurrence of radiation-induced errors in the operating system. The software is also designed to identify and recover from errors caused by radiation, minimizing downtime and disconnection.

We designed our SX-4000 payload chip to meet the signal regeneration, beam-hopping and on-board processing needs of the next generation of LEO/MEO satellite constellations and high throughput GEO satellites using modern satellite architectures.

Antenna Chips — PRIME and BEAT

PRIME

The PRIME chip is a commercial digital beamforming ASIC implementing electronic steering of the beams by means of true-time delay of the electromagnetic waves received or transmitted by the antenna. Use of the digital beamforming technology allows the antenna to handle a wide bandwidth using a large number of antenna radiating elements and without beam squint. Each PRIME chip combines the radiation pattern from 32 antenna elements simultaneously, operates entirely in the digital domain and could be cascaded to any size antenna. The PRIME chip can point, track and manage multiple beams at multiple polarization angles simultaneously.

In order to address the in-orbit beamforming needs of our payload customers, we have developed a beamformer chip called PRIME 2.0. We believe that PRIME 2.0 offers the best SWaP-C digital multi-beamforming solution for satellite payloads on the market, capable of generating up to 128 simultaneous beams in any band up to Ka-band.

We believe our PRIME chips can reduce the number of LEO satellites needed in a constellation and allow for larger coverage areas than possible with conventional phased arrays.

BEAT

The BEAT chip is an RFIC that includes four independent transmit and receive channels in Ku-band, Ka-band and additional required satellite bands at any polarization. The chip includes four Power Amplifiers, four Low Noise Amplifiers and interfaces with the PRIME chip, on one side, and directly to the antenna radiating elements that transmit or receive the electromagnetic waves, on the other side.

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Combining the PRIME and BEAT chips enables the construction of flat antennas or even conformal antennas at any size, and each antenna can generate multiple beams to communicate with satellites in multiple orbits at the same time. Target applications of the PRIME and BEAT chips include satellite payloads, ground user terminals, IFC and more.

Satellite Payloads

We are developing a line of satellite payload systems that can provide data throughput of many gigabits per second, are power efficient and weigh significantly less than competing solutions. The payload systems will be used in satellites providing broadband access, IoT, backhauling, mobility and other services.

Our satellite payloads are designed to consist of an OBP, our satellite ESMA powered by our PRIME 2.0 digital beamforming chip and our advanced SDR SX-4000 payload chip. Our satellite payloads are designed for LEO, MEO and GEO satellite applications and are fundamentally flexible, enabling the transmission of large amounts of data supporting the full range of satellite communications business opportunities. Our satellite payloads have a digital regenerative onboard processing capability that enables satellite interconnectivity, separate handling of communications coming from the ground and communications transmitted from the satellite to the ground, while ensuring more effective use of the communication bandwidth, improving system performance. Our payload chips also support transparent modes used in more classic satellite systems.

Operators using our payload technology can actively move satellite beams to direct services to customers on the ground, improving satellite efficiency and increasing the number of users served, leading to a substantial opportunity for enhanced service and operator profitability. Additionally, the on-board processing enables more efficient use of bandwidth and a significant improvement in system spectral efficiency, reducing the number of ground gateways required, which could lead to a substantial reduction in operator ground segment costs.

Satellite payloads must be engineered to meet the specifications of a specific satellite and the mission for which it is destined. We are nearing completion of our prototype payload, sponsored by ESA, for OneWeb’s initial second-generation demonstrator LEO launch, which we expect to be ready for delivery to the customer in mid-2022.

User Terminals, Modems and Antennas

User Terminals

User terminals consist of a modem and an antenna. The following is a description of our user terminal products, both current and under development.

Aero/IFC terminals.   Our Aero/IFC terminal, which we anticipate will be ready for customer demonstrations by the end of 2022, is designed to provide online broadband connectivity via multiple satellites to simultaneously support hundreds of passengers in commercial and private flights with high performance communication. We intend to offer a commercial Aero/IFC terminal, which is targeted at airlines operating narrow-body (single-aisle) aircrafts or wide-body (double-aisle) aircrafts, and a compact-sized terminal made to service business jets. Our commercial Aero/IFC terminals, as well as all other satellite antenna systems for commercial aircraft applications, will be offered exclusively in the commercial aviation market through our Jet Talk joint venture with STE. In furtherance of his arrangement, we have granted an exclusive, royalty-free, worldwide, perpetual, non-transferable, irrevocable license to certain of our intellectual property to Jet Talk for this purpose. We have two contracts with Jet Talk, both related to the development of an Aero/IFC satellite communications terminal for commercial aircraft. Jet Talk pays for our development services associated with these contracts with the proceeds of a $20.0 million investment by our joint venture partner, STE.

Our Aero/IFC terminal is designed to be fully electronic, with no moving parts, designed for high reliability, low maintenance and fast, simple installation. Our Aero/IFC terminal is equipped with our beamforming technology and is designed to enable seamless communication with multiple LEO, MEO and/or GEO satellites to provide “home-like” broadband connectivity and streaming capabilities to passengers.

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Our Aero/IFC terminal includes an embedded modem, based on our SX-3099 chip. The modem is digitally interfaced with receive and transmit antenna arrays for high-performance data communication and is combined with a programmable SDR.

Ground Terminals.   We offer or are developing a family of ground terminals to address a broad number of market verticals such as S-IoT (e.g., fleet management, smart farming, oil and gas, etc.), fixed (e.g., direct-to-home, etc.) and mobile (e.g., public transport, maritime, etc.) broadband applications.

The Diamond S-IoT, now on offer, uses standard Ku-band and is compact, has low power consumption and is easy to install. The Diamond terminal uses small amounts of Ku-band frequency, enabling low operating costs and is available everywhere via a network of existing reliable satellite network operators. This S-IoT terminal provides mainly enterprise users with efficiently-priced messaging functionality for applications such as logistics, asset tracking, remote sensor data transmission and more.

We are also developing a direct-to-home broadband user terminal in connection with our ESA-sponsored project with OneWeb, which is designed as a low-cost user terminal variant that we believe can be the lowest-cost ESMA on the market, providing large data transfer rates and low latency via LEO constellation operators. We expect that this user terminal will be capable of delivering speeds greater than 100 Mbps at a very competitive price point.

Hubs and Gateways.   We offer our Shepherd managed communications system, known as a hub, which serves as a smart satellite resource manager that uses a common forward channel to transmit data and allow our customers to monitor and manage advanced terminals in their networks. We also offer gateway modem products based on our SX-3099 modem chips, supporting high-capacity links and beam-hopping with reduced power consumption and cell size.

Modems

The following is a description of our modem products, both current and under development.

We have developed our modems based on our proprietary SX-3000 and SX-3099 VSAT chips, a part of our ASIC technology and one of the base building blocks for all our terminal products. We produce modem modules designed to bring the fastest performance available today in a compact form factor and with low power. All of our modems are designed for easy integration with our customers’ hardware and software solutions and are available for a variety of applications. Our modems are designed to natively support the entire DVC-RCS2 / DVB-S2X industry standards, as well as a complete SDR for any other waveform, to ensure maximum flexibility and relevance to our customer base.

Terminal on Module (ToM).   We believe our ToM modem, which is now available for sale, is among the most sophisticated satellite core modules available today, and is designed to bring the fastest performance available in an ultra-small-scale footprint with low power utilization. Our ToM is designed to help our customers shorten their design cycle and quickly deliver products to market. The SX-3099 based ToM can be used to design a wide variety of indoor and outdoor systems, integrating a satellite modem function. ToM is designed with multiple interfaces for the design of applications that directly interface to an external RF front-end or ESMA.

We have recently begun to offer our ToM modems based on our SX-3099 chips and are in the process of engineering models of our SX-3099-based ToM modems for certain customers, selling 55,000 SX-3099 units through December 31, 2021.

S-IDU.   The S-IDU, our first product to market, is a VSAT modem enabling satellite communications based on our SDR modem chips. The unit, which is marketed mainly to enterprise users of satellite communications services, provides base VSAT capabilities with advanced features for end-user enterprises and satellite communications service providers, and is designed to provide a complete communication solution. Satellite communications service providers can port their existing software stack to our S-IDU to benefit from affordable and advanced features.

The S-IDU is based on a SDR approach and supports the latest DVB-S2X and DVB-RCS2 standards. It is also designed to support beam-hopping, enabling migration to the next generation of satellite systems.

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To date, we have sold over 115,000 units of our S-IDU modems based on our SX-3000 chip.

Antennas

Our ESMA is designed for fixed and mobile applications and is able to receive from, and transmit data to, existing Ku-band LEO, MEO and GEO satellites. The ESMA is based on our developed family of PRIME and BEAT antenna chips. The basic unit of the ESMA is comprised of one PRIME chip and multiple BEAT chips. The units are then integrated into an antenna module of 32 radiating elements, which are then cascaded into anywhere from 64 to thousands of antenna elements and can serve various applications, including as a building block for larger sized antennas or Aero/IFC systems.

We are currently developing an ESMA with a new RFIC to receive data from and transmit data to Ka-band LEO, MEO and GEO satellites. Our ESMA can handle a number of beams and can switch between LEO, MEO and GEO satellites in microseconds. ESMA supports acquisition and tracking capabilities from multiple beams at multiple polarizations and can be integrated with our SDR modem chip to provide a full terminal solution or with the SX-4000 chip to provide a full satellite payload solution. The ESMA can also be integrated with external modems produced by other vendors to operate on their own ecosystems.

Manufacturing and Raw Materials

We are a fabless chip manufacturer, and as such we manufacture our chips under contract with a fab manufacturer. After the manufacturing stage, the chips are then cut, packaged and tested by service providers that we have arrangements with for each of our chip lines. Additionally, we have a relationship with a leading supplier of software development tools to support the design, development, simulation and verification of new chip enhancements.

We currently rely on a small number of third parties for a substantial amount of our chip manufacturing and system assembly operations, and for electronic components and chip development software. Currently, the majority of our chips are supplied by a single foundry, GlobalFoundries, on a purchase order-by-purchase order basis and we purchase chip development software and software libraries from a limited number of providers, such as Cadence Design Systems, Inc. and Siemens. We currently do not have long term supply contracts with most of our other third party vendors, and we negotiate pricing with our main vendors on a purchase order-by-purchase order basis. The majority of our chips are designed to be compatible with the manufacturing processes and equipment employed by GlobalFoundries and switching to a new foundry vendor for these chips may require significant cost and time. Additionally, we may establish additional foundry and other vendor relationships as such arrangements become economically useful or technically necessary.

For our communications systems, which consist primarily of a printed circuit board (“PCB”), chips and other electronic components, we have arrangements with third-party manufacturers to produce our PCBs, and we source electronic components and other parts that comprise the non-chip components of our systems from a variety of suppliers. Additionally, we outsource the assembly of our systems to third-party service providers. While most of the electronic components used for our communications systems are commoditized, the subassemblies and other necessary services for the production of our communications systems are obtained from a limited group of suppliers. If one or more of these vendors terminates its relationship with us, or if they fail to produce and deliver our products or provide services according to our requested demands in specification, quantity, cost and time, our ability to ship our chips or satellite communication systems to our customers on time and in the quantity required could be adversely affected, which in turn could cause an unanticipated decline in our sales and damage our customer relationships. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We rely on third parties for manufacturing of our chips and other satellite communications system components. We do not have long-term supply contracts with our foundry or most of our third-party manufacturing vendors, and they may not allocate sufficient capacity to us at reasonable prices to meet future demands for our solutions” and “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We rely on a third-party vendor to supply chip development software to us for the development of our new chips and satellite communications systems, and we may be unable to obtain the tools necessary to develop or enhance new or existing chips or satellite communications products.”

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Our engineers work closely with our contractors to increase yield, lower manufacturing costs and improve product quality. Our production objective is to produce systems that conform to customer and industry specifications at a competitive production and customer cost. To achieve this objective, we primarily utilize a range of sub-contractors that are selected based on the production volumes and complexity of the product.

The current global shortage in semiconductor and electronic components, resulting mainly from macro trends such as strong demand for 5G devices and high performance computing, as well as the impact of the COVID-19 pandemic, has resulted in increases in the prices we pay for the manufacturing of our chips and assemblies, disruptions in our supply chain and disruptions in the operations of our suppliers and customers. These disruptions have resulted in disruptions and delays in our development work and in delays in delivering our systems and products. In response to these challenges, we have implemented mitigation strategies, such as procurement planning, purchasing widely-available components based on regularly updated assessments of demand, while seeking longer-term supplier relationships and higher volume, longer-term orders for scarce components and materials. In the future, industry supply chain challenges may also be exacerbated and the demand for our products may be adversely affected as a result of the indirect effects of the Russia-Ukraine armed conflict, related sanctions or their impacts on global and regional economies. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations.”

Sales and Marketing

Sales

Our experienced executives lead our sales activities and are responsible for our overall market and business development. Our sales cycle is long and usually lasts between one-to-two years from identifying potential customer needs, defining product specification and proof of concept to production of our final product in large numbers. We have three dedicated global sales teams, one based out of Israel and two based out of the UK, each of which is specialized in one or more of our key targeted product markets.

Our engineers interact with customers during all stages of design and production, maintain regular contact with customer engineers and provide technical support. We maintain close relationships with our customers and provide them with post-sale technical support until the stage in which the customer assumes full responsibility for such product’s support.

We generated $21.7 million and $10.6 million in revenues in 2021 and 2020, respectively, of which approximately 34% and 97%, respectively, was attributable to UK-based operations. In 2021, the majority of our revenues, approximately 61%, was attributable to US and Canada-based operations.

Marketing

Our marketing strategy is focused on promoting brand awareness through differentiated positioning, messaging and pronounced leadership. We achieve this by communicating our product advantages and business benefits and promoting our brand.

Our marketing team focuses on increasing the awareness of the SatixFy brand through public relations, advertising, trade show participation and conference speaking engagements that inform the market on our current systems. Our marketing efforts include identifying and sizing new market opportunities for our systems, creating awareness of our company and systems, and generating contacts and leads within these targeted markets.

In addition, in connection with our Jet Talk joint venture, which has the exclusive right to sell our Aero/​IFC terminals to the commercial aviation market, we expect to benefit from STE’s marketing resources and experience in the aerospace industry.

Our Customers and Potential Revenue Pipeline

We design, develop, produce and market our modem and antenna chips and our systems to leading international companies such as operators of LEO, MEO and GEO communication satellites, manufacturers in the fields of Aero/ IFC systems and satellite communications systems’ manufacturers.

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The structure of our contracts with customers varies based on the needs and preferences of our individual customers. For example, while we may enter into agreements with some customers that cover the whole life cycle of a project, from the definition of requirements to the development and delivery of a system, at the outset of the engagement, other customers may prefer a phased approach, placing a contract with us for an initial product demonstration, followed by a second phase for the delivery of a commercial-ready product. Accordingly, the length and nature of our contracts vary across our customer base.

We are focused on attracting new customers and expanding our relationships and revenue with existing customers, which we believe will be driven by our ability to continue to improve our technologies and systems that make our offerings compatible with the latest advances in satellite-enabled communication. We actively track our customer relationships, including by monitoring progress under our committed contracts and our prospective customer relationships. While our contracts are typically terminable by us or our customers upon prior notice, once our tailor-made systems are embedded in a customer’s satellite constellation or communication infrastructure, the costs of switching to a different provider could often be substantial.

A significant portion of our net revenue has historically been generated by a limited number of customers. Our three largest customers accounted for, in the aggregate, approximately 68% and 97% of our total revenue for the years ended December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, we had binding contracts with 8 customers under which we recorded revenues in 2021 or expect to record future revenues. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We generate a significant percentage of our revenue from certain key customers, and anticipate this concentration will continue for the foreseeable future, and the loss of one or more of our key customers could negatively affect our business and operating results.”

Backlog and Potential Revenue Pipeline

As of December 31, 2021, we had signed revenue contracts representing backlog of approximately $46 million. Our backlog consists of estimated revenue pursuant to customer orders and signed contracts. Our customer orders may be terminated under certain circumstances, including if we fail to meet delivery deadlines or otherwise breach our contracts, and most of our customer contracts are terminable upon prior notice to us, without penalty. There is no assurance that we will be able to expand our customer relationships, and therefore our backlog, or that our backlog will translate into revenue or cash flows.

We actively seek to develop and win new business and, as of December 31, 2021, we had an estimated potential revenue pipeline through the end of 2024 worth approximately $129 million (in addition to our backlog described above) based on potential contracts. Our revenue pipeline reflects the estimated revenue opportunity, calculated based on historical experience and management’s estimates, from potential customer contracts that are under negotiation or in early discussion. We can offer no assurances that such negotiations or discussions will result in a signed contract or any revenue.

Research and Development

As of December 31, 2021, we had a team of over 180 engineers supporting our mission to innovate the satellite communications industry, including hardware and software engineers (50), VLSI engineers (50), product and antenna engineers (60), and algorithms, system engineers and satellite payload engineers (20). Continued investment in research and development is critical to our business.

Our R&D efforts focus primarily on developing new chips, systems and technologies, as well as improving our existing systems with additional innovative features and functionality. For example, based on our SX-3099 chip, we developed the SX-4000 chip to be used in space by applying a radiation hardening process. The development of modem and antenna chips requires us to improve the performance, size, power consumption, product roadmap, resilience and cost of our chips. We combine technologies, such as beamforming, beam-hopping and silicon development processes with our proprietary design methods, intellectual property and our expertise to develop new technologies and advanced systems.

Our research and development expenses were $30.6 million and $30.9 million in 2021 and 2020, respectively, before the deduction of R&D grants. Since we commenced operations in 2012, we have invested over $180 million in R&D. We conduct our R&D across centers in Israel, the United Kingdom and

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Bulgaria. By spreading our research and development team across multiple locations, we increase our access to highly skilled engineering talent, which we believe provides us with opportunities for evolution and growth.

We have received significant research and development funding from ESA, with the support of the UKSA, through its ARTES program since establishing and growing a presence in the UK in 2016. We have won multiple contracts with ESA, including as a subcontractor to leading satellite communications companies, and through December 31, 2021 have obtained over $70 million in grants from the ESA and $6.1 million in other forms of funding from the Israeli Innovation Authority. These development contracts span the full range of our product portfolio, including our PRIME, BEAT, S-IoT terminal, SX-3099, SX-4000 payload, Ka-band Aero/IFC terminal and the development of OneWeb’s Gen2 consumer user terminal and payload prototype currently contracted for delivery in 2022. In connection with the ESA grants, which are intended to fund 50%-75% of the cost of development and manufacturing of the integrated chip sets and the communications systems, our agreement stipulates that the resulting intellectual property will be available to ESA on a free, worldwide license for its own requirements. In addition, ESA can require us to license the intellectual property to certain bodies that are part of specified ESA programs, for ESA’s own requirements on acceptable commercial terms, and can also require us to license the intellectual property to any other third party for purposes other than ESA’s requirements, subject to our approval that such other purposes do not contradict our commercial interests.

Competition

The satellite communications industry is competitive and characterized by rapid advances in technology, new product introductions, high levels of investment in R&D and high costs associated with generating marketable systems. Our competitiveness depends on our ability to develop and launch systems superior in performance and SWaP-C than our competitors and our ability to anticipate and adjust to changes in our customers’ requirements. The competition in the satellite communications market focuses primarily on performance, size, power consumption, product roadmap resilience and cost. We believe that we compete favorably as measured against these criteria. Our customers’ selection process is highly competitive, and there are no guarantees that our systems will be included in the next generation of our customers’ systems.

We compete with many major chip and satellite communications system manufacturers that currently, or may in the future, develop satellite-specific communication technology, as well as smaller niche companies that produce systems or chips that compete with our individual offerings on a product-by-product basis. Additionally, in the future we may compete with telecommunication-based connectivity providers as 5G broadband coverage increases. We compete in different product lines to various degrees on the basis of price, technical performance, product features, product system compatibility, customized design, availability, quality, and sales and technical support. In particular, standard systems may involve greater risk of competitive pricing, inventory imbalances and severe market fluctuations than differentiated systems.

Many of our current and potential competitors have existing customer relationships, established patents and other intellectual property, and substantial technological capabilities. In some cases, our competitors are also our customers or suppliers. Additionally, many of our competitors may have significantly greater financial, technical, manufacturing and marketing resources than we do, which may allow them to implement new technologies and develop new systems more quickly than we can. For further information, see “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We operate in a highly competitive industry and may be unsuccessful in effectively competing in the future.”

Intellectual Property

We seek to establish and maintain our intellectual property and proprietary rights in our technology and systems through a combination of patent, trademark, copyright and trade secret laws, as well as contractual rights and confidentiality obligations. We seek to maintain the confidentiality of our trade secrets and confidential information through nondisclosure policies, the use of appropriate confidentiality agreements and other security measures. We have registered a number of patents worldwide and have a number of patent applications pending determination, including provisional patent applications for which we are considering whether to file a non-provisional patent application.

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As of March 8, 2022, we owned approximately 30 issued patents and 45 pending patent applications, including provisional and Patent Cooperation Treaty applications, across the United States, the United Kingdom, Europe, China and Israel. Our issued patents and pending patent applications cover, among other things, our satellite communications systems, ESMA technology, beam-hopping, satellite payload technology and a broad array of applications from aero mechanics and cooling to mechanical design, digital design and software verification.

There can be no assurance that our patent rights can be successfully enforced against competitive systems in any particular jurisdiction. Although we believe the protection afforded by our intellectual property portfolio (including our patents and trade secrets) and confidentiality agreements has value, the rapidly changing technology in the satellite communications industry and uncertainties in the legal process make our future success dependent primarily on the innovative skills, technological expertise and management abilities of our personnel, rather than on the protections afforded by our intellectual property portfolio and contractual rights. Accordingly, while these legal protections are important, they must be supported by other factors, such as the expanding knowledge, ability and experience of our personnel and the continued development of new systems and product enhancements.

Certain of our systems include software or other intellectual property licensed from third parties. While it may be necessary in the future to seek new licenses or to renew existing licenses relating to various elements of the technology we use to develop these systems or our future systems, we believe, based upon past experience and standard industry practice, that such licenses generally could be obtained on commercially reasonable terms. Nonetheless, there can be no assurance that such licenses would be available on commercially reasonable terms, if at all.

The industries in which we compete are characterized by rapidly changing technologies, a large number of patents, and claims and related litigation regarding patent and other intellectual property rights. We cannot ensure that our patents and other intellectual property and proprietary rights will not be challenged, invalidated or circumvented, that others will not assert that we have infringed, misappropriated or otherwise violated their intellectual property rights, or that our rights will give us a competitive advantage. In addition, the laws of some foreign countries may not adequately protect our systems or intellectual property or proprietary rights.

For further information, see “Risk Factors — Risks Related to Intellectual Property, Information Technology, Data Privacy and Cybersecurity.”

Grants from the Israel Innovation Authority

We have received grants, in an aggregate amount of $6.1 million, from the government of Israel through the IIA for the financing of our research and development expenditures in Israel. As recipients of grants we are subject to certain obligations and restrictions under the Innovation Law, including the following:

Royalty payment obligations:   We are obligated to pay the IIA royalties from the revenues generated from the sale of products (and related services) developed, directly or indirectly, as a result of the Approved Programs, or deriving therefrom, at rates which are determined under the Innovation Law (currently a yearly rate of between 3% to 5% on sales of products or services developed under the Approved Programs), up to the aggregate amount of the total grants received by the IIA, plus annual interest based on the 12-month LIBOR.

Reporting obligations:   We are subject to periodic and event-based reporting obligations, and, among other requirements, must report to the IIA regarding any change of control in Satixfy or regarding any change in the holding of the means of control of Satixfy which results in any non-Israeli citizen or entity becoming an “interested party”, as defined in the Innovation Law, in the company. In the latter case, the non-Israeli citizen or entity will also be required to execute an undertaking, in a form prescribed by IIA, acknowledging the restrictions imposed by the Innovation Law and agreeing to abide by its terms.

IIA Funded Know-How transfer restrictions:    IIA Funded Know-How may not be transferred outside of Israel except under limited circumstances, and only with the approval of the IIA and in certain circumstances, subject to the payment to the IIA of a redemption fee calculated in accordance with the Innovation Law (generally capped at six times the grants received (dollar linked) plus interest). A “transfer”

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for the purpose of the Innovation Law means a sale of the IIA Funded Know-How or any other transaction which in essence constitutes a transfer of such know-how (for example, grant of an exclusive license to a non-Israeli entity for R&D purposes which precludes the grant recipient from further using the IIA Funded Know-How). The calculation of the amount due to the IIA in the event of the transfer of IIA Funded Know-How outside of Israel will take into consideration the amounts received from the IIA, the royalties that have already paid to the IIA, the amount of time that has elapsed between the date on which the IIA Funded Know-How was transferred and the date on which the IIA grants were received, the sale price and the form of transaction. Upon payment of such redemption fee, the IIA Funded Know-How and the manufacturing rights of the products supported by such IIA funding cease to be subject to the Innovation Law. An IIA grant recipient may transfer IIA Funded Know-How to another Israeli entity subject to the IIA’s prior approval. Such transfer will not be subject to the payment of a redemption fee but the grant recipient will be required to pay royalties to the IIA from the proceeds of such transaction as part of the royalty payment obligation.

Local manufacturing obligations:   Products developed using the IIA grants must, as a general matter, be manufactured in Israel. The IIA grant recipient is prohibited from manufacturing products developed with IIA grants outside of the State of Israel without receiving prior approval from the IIA (except for the transfer of less than 10% of the manufacturing capacity in the aggregate which only requires submitting a notice following which the IIA has a right, within 30 days following the receipt of such notice, to deny the transfer of manufacturing). If approval to manufacture products developed with IIA grants outside of Israel is received, the grant recipient will be generally required to pay increased royalties to the IIA, up to 300% of the grant amount plus interest at annual rate, depending on the manufacturing volume that is performed outside of Israel. The grant recipient may also be subject to an accelerated royalty repayment rate as defined under the Innovation Law. The grant recipient also has the option to declare in its original IIA grant application its intention to perform a portion of the manufacturing capacity outside of Israel, thus avoiding the need to obtain additional approval and to pay the increased royalty amount. The company has declared in all of its IIA grant applications its intention to perform between 70% – 95% of the manufacturing capacity outside of Israel. This requires the payment of royalties at an accelerated rate.

IIA Funded Know-How license restrictions:   The grant of a license to use the IIA Funded Know-How (which does not amount to a “transfer”) to a non-Israeli licensee is subject to the IIA’s prior approval and the payment of license fees calculated in accordance with the Innovation Law (such fee shall be no less than the amount of the IIA grants received (plus annual interest), and no more than six times the grants received (dollar linked) plus interest and will generally be due only upon the receipt of the license fee from the licensee).

For further information, see “Risk Factors — Risks Related to Litigation, Laws and Regulation and Governmental Matters.”

Human Capital

As of December 31, 2021, we had approximately 210 full-time employees, primarily based in Israel, the United Kingdom and Bulgaria, of whom more than 180 are engineers focused on the development of Very Large Scale Integration (VLSI), hardware, software, algorithms, satellite payloads and communications systems. Our team draws from a broad spectrum of backgrounds and experiences and we seek to foster an entrepreneurial culture so that we may remain focused and innovative. We believe our culture, and the personal and professional development opportunities we offer, helps us to attract and retain talented engineers, including those who bring prior experience from national and multi-national space agencies and leading companies in the satellite communications sector.

Facilities

Our corporate headquarters is located in Rehovot, Israel, which also serves as VLSI R&D and Operations Center. We also have two design centers in the United Kingdom, one design center in Bulgaria and one center in the United States. The two UK locations serve as R&D and operations centers for our hardware, software and payload engineers and test teams, and the Bulgaria center is where we employ our antenna development team.

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We lease all of our facilities. Our headquarters facility lease expires in 2023. We believe our facilities are sufficient to meet our current needs and anticipate that suitable additional space will be readily available to accommodate any foreseeable expansion of our operations.

Legal Proceedings

We are presently involved in a proceeding brought by certain plaintiffs, who purport to be stockholders of SatixFy, that have filed two suits, in an Israeli court in Tel Aviv, against SatixFy, Satixfy Limited, Yoel Gat, Doron Rainish, Yair Shamir and Yoav Leibovitch, arguing that plaintiffs are entitled to an aggregate of two million SatixFy ordinary shares, and seeking, among other things, an order enjoining the defendants from executing any transaction, including the Business Combination, or taking any other action that could harm plaintiffs’ rights as shareholders to the extent it does not affect all shareholders equally. The plaintiffs base their claims on their prior ownership stakes in Satixfy Limited, a company incorporated in Hong Kong, whose business was assigned to SatixFy in exchange for the issuance of identical holdings in SatixFy, except for certain shares placed in trust for the benefit of certain service providers (including the plaintiffs) subject to a future arrangement regarding their actual ownership. Plaintiffs maintain that they were entitled to direct holdings in SatixFy. SatixFy intends to vigorously contest the plaintiffs’ claims. SatixFy has issued and placed in trust sufficient shares to provide for the plaintiffs’ alleged stakes in SatixFy if the plaintiffs prevail on the merits. In May 2022, the court rejected plaintiff’s request for injunctive relief and ordered the appointment of a former judge, Mr. Yossi Shapira, as the new trustee to exercise fiduciary authority over such shares. The plaintiffs’ claim on the merits remains pending. SatixFy believes that these proceedings will not have a material impact on SatixFy.

From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business. We are not currently a party to any litigation, except as described above. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Regulatory Environment

Our customers are subject to certain laws and regulations with regard to the performance of their communications systems. Therefore, our systems must comply with their applicable requirements. We are subject to export control laws and regulations, and trade and economic sanctions laws and regulations, with respect to the export of such systems and equipment. For further information, see “Risk Factors — Risks Related to Litigation, Laws and Regulation and Governmental Matters.”

Product Testing and Verification

Certain equipment and systems manufactured by our customers must comply with applicable technical requirements intended to minimize radio interference to other communication services and ensure product safety. In the United States, the Federal Communications Commission is responsible for ensuring that communication devices comply with technical requirements for minimizing radio interference and human exposure to radio emissions. Other regulators, mainly in our European markets, perform similar functions of publishing and enforcing their own requirements. These requirements flow down as technical requirements from our customers to the technical specifications of our systems with which we must comply. The systems we deliver to our customers are tested either by us or by a private testing organization to ensure compliance with all applicable technical requirements, and such testing is backed up with a compliance certification as part of the delivery process.

Export Controls

Due to the nature and classification of our communications systems, we must comply with applicable export control regulations in the countries from which we export our systems. These regulations often require obtaining export licenses from local governments for the export of our systems, which could increase our costs. Failure to comply with these regulations could result in substantial harm to the company, including fines, penalties and the forfeiture of future rights to sell or export these systems.

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Data Privacy and Cybersecurity

In the ordinary course of our business, we collect, use, transfer, store, maintain and otherwise process certain sensitive and other personal information regarding our employees, customers and service providers that is subject to complex and evolving laws, regulations, rules, and standards regarding data privacy and cybersecurity. Internationally, many jurisdictions have established their own data privacy and cybersecurity legal frameworks with which we may need to comply. For example, the European Union has adopted the General Data Protection Regulation (“GDPR”), which requires covered businesses to comply with rules regarding the processing of personal data, including its use, protection and the ability of persons whose personal data is processed to access, to correct or delete personal data about themselves. Failure to meet GDPR requirements could result in penalties of up to 4% of annual worldwide turnover or EUR 20 million (UK£17.5 million) (whichever is the greater). Additionally, the U.K. General Data Protection Regulation (“U.K. GDPR”) (i.e., a version of the GDPR as implemented into U.K. law) went into effect following Brexit. Further, the GDPR and the U.K. GDPR include certain limitations and stringent obligations with respect to the transfer of personal data from the EU and the U.K. to certain third countries (including the United States).

At the U.S. federal level, we are subject to the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. Moreover, the United States Congress has recently considered, and is currently considering, various proposals for more comprehensive data privacy and cybersecurity legislation, to which we may be subject if passed. Data privacy and cybersecurity are also areas of increasing state legislative focus and we are, or may in the future become, subject to various state laws and regulations regarding data privacy and cybersecurity. For example, the California Consumer Protection Act of 2018 (the “CCPA”), which became effective on January 1, 2020, applies to for-profit businesses that conduct business in California and meet certain revenue or data collection thresholds. The CCPA gives California residents certain rights with respect to personal information collected about them. Further, effective in most material respects starting on January 1, 2023, the California Privacy Rights Act (“CPRA”) (which was passed via a ballot initiative as part of the November 2020 election) will significantly modify the CCPA, including by expanding California residents’ rights with respect to certain sensitive personal information. Other states where we do business, or may in the future do business, or from which we otherwise collect, or may in the future otherwise collect, personal information of residents have adopted or are considering adopting similar laws. Laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

Any failure or perceived or inadvertent failure by us to comply with existing or new laws, regulations, rules, and standards regarding data privacy or cybersecurity could harm our reputation, distract our management and technical personnel, increase our costs of doing business, adversely affect the demand for our products, and ultimately result in the imposition of liability. For further information, see “Risk Factors — We are subject to complex and evolving laws, regulations, rules, standards and contractual obligations regarding data privacy and cybersecurity, which can increase the cost of doing business, compliance risks and potential liability.”

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ENDURANCE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of Endurance’s financial condition and results of operations should be read in conjunction with Endurance’s financial statements and notes to those statements included elsewhere in this proxy statement/prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Regarding Forward-Looking Statements; Market, Ranking and Other Industry Data.” Endurance’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those described under “Risk Factors” and elsewhere in this proxy statement/prospectus. References in this section to “we,” “us,” “our,” and “the Company” are intended to mean the business and operations of Endurance Acquisition Corp.

Overview

We are a blank check company incorporated as a Cayman Islands exempted company on April 23, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as a Business Combination. We completed the Endurance IPO on September 17, 2021, which is described below under “Liquidity and Capital Resources.”

While we may pursue an initial business combination target in any industry, we intend to focus our search on companies that meet our acquisition target characteristics within the space and wireless technologies industries, specifically sectors that support data infrastructure, data analytics and big data. Sectors that are reflective of these themes include Platforms and Sensors, Mobile Communications, Internet of Things and AI and Big Data Analytics sectors, which we refer to collectively as our target sectors. We believe there are dozens of companies within our target sectors that could benefit from access to the public markets, fit our investment criteria and could benefit from our management team’s global relationships and decades of sector expertise.

Since completing the Endurance IPO, we have reviewed, and continue to review, a number of opportunities to enter into a business combination with an operating business, but we are not able to determine at this time whether we will complete a business combination with any of the target businesses that we have reviewed or with any other target business. We intend to effectuate a business combination using cash from the proceeds of the Endurance IPO and the sale of the Endurance Private Warrants, our shares, debt, or a combination of cash, shares and debt.

Year ending December 31, 2021

Results of Operations

For the period from April 23, 2021 (inception) through December 31, 2021, we had a net income of $961,743 which consists of unrealized gain from change in fair value of warrant liabilities of $3,993,683, gain on expired over-allotment of $41,845 and interest income of $7,683, offset by formation and operating costs of $1,821,244 and transaction costs allocated to warrant liabilities of $1,260,224.

Our business activities during the year consisted primarily of organizational activities and those necessary to prepare for and complete the Endurance IPO and, subsequent to the Endurance IPO, identifying and evaluating prospective acquisition candidates for a business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination.

We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and other expenses in connection with searching for a target and completing a business combination.

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Liquidity and Capital Resources

As of December 31, 2021, we had $510,165 in our operating bank account, and a working capital deficit of $(419,896).

For the period from April 23, 2021 (Inception) through December 31, 2021, cash used in operating activities was $1,544,883.

Our liquidity needs up to the completion of the Endurance IPO on September 17, 2021 had been satisfied through a payment from our Sponsor of $25,000 for 5,750,000 Founder Shares (750,000 Founder Shares were forfeited on October 29, 2021) and the loan under an unsecured promissory note from the Sponsor of $148,372. The promissory note was fully repaid as of September 17, 2021.

On September 17, 2021, we consummated the Endurance IPO of 20,000,000 Endurance Units. The Endurance Units were sold at a price of $10.00 per unit, generating aggregate gross proceeds of $200,000,000. Simultaneously with the closing of the Endurance IPO, we consummated the sale of 7,630,000 Endurance Private Warrants to the Sponsor and Cantor, one of the underwriters for the Endurance IPO. The Endurance Private Warrants were sold at a price of $1.00 per warrant, generating aggregate gross proceeds of $7,630,000.

Following the Endurance IPO and the sale of the Endurance Private Warrants, a total of $201,000,000 of the net proceeds from the sale of the Endurance Units and the Endurance Private Warrants was deposited in the Trust Account. Transaction costs of the Endurance IPO amounted to $13,810,289 consisting of $4,000,000 of underwriting discounts and commissions, $9,000,000 of deferred underwriting discounts commissions and $810,289 of other cash offering costs, including $148,372 in repayment of the unsecured promissory note to our Sponsor. In addition, as of December 31, 2021, $510,165 of cash was held outside of the Trust Account and is available for working capital purposes. The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our business combination. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our taxes. We expect the only taxes payable by us out of the funds in the Trust Account will be income and franchise taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We have used the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination, our Sponsor or an affiliate of our Sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that our business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Endurance Private Warrants issued to our Sponsor and Cantor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from

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parties other than our Sponsor or an affiliate of our Sponsor or certain of our directors and officers as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. As of December 31, 2021, there were no amounts outstanding under any such working capital loans.

If our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our Endurance Public Shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Going Concern

As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities since inception have been organizational activities and those necessary to prepare for the Endurance IPO. Following the Endurance IPO, the Company will not generate any operating revenues until after completion of its initial business combination. The Company has generated non-operating income in the form of interest income earned on the Trust Account balance in the amount of $7,683 which cannot used for working capital.

The Company expects to incur increased expenses since becoming a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as it conducts due diligence on prospective business combination candidates. The Company’s Sponsor, or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (see Note 5 to Endurance’s financial statements included elsewhere in this proxy statement/​prospectus).

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until March 17, 2023 to consummate the proposed business combination. It is uncertain that the Company will be able to consummate the proposed business combination by this time. If a business combination is not consummated by March 17, 2023, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 17, 2023. The Company intends to complete the proposed business combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by March 17, 2023.

Based upon the above analysis, management determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office

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space, administrative and support services, provided to the Company. We began incurring these fees on September 15, 2021 and will continue to incur these fees monthly until the earlier of the completion of a business combination and the Company’s liquidation.

In connection with their role as underwriters in the Endurance IPO, we agreed that Cantor is entitled to a deferred discount of $6,000,000 and Truist shall receive no deferred discount if the proceeds (as defined in the engagement letter) involved in the Business Combination are $40 million or less. However, in the event that the proceeds (as defined in the engagement letter) involved in the Business Combination are in excess of $40 million and less than or equal to $100,000,000, the deferred discount payable to Cantor and Truist shall be increased by up to an additional $3,000,000 and up to $9,000,000 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement.

In connection with the Business Combination Agreement, the Company and SatixFy entered into a variety of different advisory arrangements with investments banks including Cantor, Truist Securities and Barclays Capital Inc. (“Barclays”). With respect to the PIPE placement agent arrangement between Cantor, SatixFy and the Company, in the event that proceeds (as defined in the engagement letter) involved in the Business Combination are $40 million or less, $2.0 million will be payable by SatixFy upon consummation of the Business Combination and SatixFy agreed to issue 225,000 SatixFy Ordinary Shares to Cantor, provided that in the event the proceeds (as defined in the engagement letter) involved in the Business Combination are in excess of $40 million and less than or equal to $100 million, Cantor’s fees shall be increased by an amount of up to $1,500,000 proportionately with the amount that the proceeds exceed $40 million based on linear interpolation and Cantor will receive no additional SatixFy Ordinary Shares. With respect to the financial advisor arrangement between Truist Securities and the Company, in the event that the proceeds (as defined in the engagement letter) involved in the Business Combination are $40 million or less, $1.5 million will be payable by the Company upon consummation of the Business Combination and $1 million shall be payable by the Company within one year from the Closing Date, provided that in the event the proceeds (as defined in the engagement letter) involved in the Business Combination are in excess of $40 million and less than or equal to $100 million, Truist’s fees shall be increased by an amount of up to $2,500,000 proportionately with the amount that the proceeds exceed $40 million based on linear interpolation and the full amount of fees, including the $1 million subject to deferred payment mentioned above, shall be payable upon consummation of the Business Combination, With respect to the financial advisor arrangement between Barclays and SatixFy, $3.75 million will be payable by SatixFy, in the event that Proceeds are $40,000,000 or less, upon consummation of the Business Combination, provided that in the event the proceeds (as defined in the engagement letter) involved in the Business Combination are in excess of $40 million and less than or equal to $100 million, Barclays’ fees shall be increased by an amount of up to $7,250,000 proportionately with the amount that the proceeds exceed $40 million based on linear interpolation. Pursuant to the PIPE placement agent engagement letter between Barclays, SatixFy and the Company, no fees will be payable by the Company upon consummation of the Business Combination. Upon the consummation of the Business Combination, the Company would be a wholly owned subsidiary of SatixFy and any such obligations of the Company would be assumed by SatixFy on a consolidated basis. In the event that the Business Combination is not consummated, the only obligations of SatixFy and/or the Company will be the reimbursement of certain expenses.

Critical Accounting Policies

Warrant Liability

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with the Financial Accounting Standards Board’s (“FASB”) ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this

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guidance to allocate Endurance IPO proceeds from the Endurance Units between Endurance Class A ordinary shares and Endurance warrants, using the residual method by allocating Endurance IPO proceeds first to fair value of the Endurance warrants and then the Endurance Class A ordinary shares.

Net Loss Per Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 17,630,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the period from April 23, 2021 (inception) through December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the periods.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Endurance Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial statements. Subsequent to the re-evaluation, the Company’s management concluded that all of the Endurance Public Shares should be classified as temporary equity. Accordingly, 20,000,000 Endurance Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Recent Accounting Standards

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Three and six months ending June 30, 2022

Results of Operations

For the three months ended June 30, 2022, we had a net income of $1,332,966 which consists of interest income from marketable securities of $244,969 and change in fair value of warrants of $2,378,580, offset by operating costs of $1,290,583.

For the six months ended June 30, 2022, we had a net income of $4,445,794 which consists of interest income from marketable securities of $260,583 and change in fair value of warrants of $7,304,607, offset by operating costs of $3,119,396.

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For the April 23, 2021 (inception) through June 30, 2021, we had a net loss of $6,800 which consists of only formation costs.

Our business activities during the quarter consisted primarily of organizational activities and those necessary to identifying and evaluating prospective acquisition candidates for a business combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination.

We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence and other expenses in connection with searching for a target and completing a business combination.

Liquidity and Capital Resources

As of June 30, 2022, we had $49,254 in our operating bank account, and working capital deficit of $3,095,928.

For the six months ended June 30, 2022, cash used in operating activities was $460,911.

For the period from April 23, 2021 (inception) through June 30, 2021, cash used in operating activities was $0.

Our liquidity needs up to the completion of the Endurance IPO on September 17, 2021 had been satisfied through a payment from our Sponsor of $25,000 for 5,750,000 Founder Shares (as defined below) and the loan under an unsecured promissory note from the Sponsor of $148,372. The promissory note was fully repaid as of September 17, 2021.

On September 17, 2021, we consummated the Endurance IPO of 20,000,000 Endurance Units. The Endurance Units were sold at a price of $10.00 per Unit, generating aggregate gross proceeds of $200,000,000. Simultaneously with the closing of the Endurance IPO, we consummated the sale of 7,630,000 Endurance Private Warrants to our Sponsor and Cantor, one of the underwriters for the Endurance IPO. The Endurance Private Warrants were sold at a price of $1.00 per Private Placement Warrant, generating aggregate gross proceeds of $7,630,000.

Following the Endurance IPO and the sale of the Endurance Private Warrants, a total of $201,000,000 of the net proceeds from the sale of the Endurance Units and Endurance Private Warrants was deposited in the Trust Account. Transaction costs of the Endurance IPO amounted to $13,810,289 consisting of $4,000,000 of underwriting discounts and commissions, $9,000,000 of deferred underwriting discounts commissions and $810,289 of other cash offering costs, including $ 148,372 in repayment of the unsecured promissory note to our Sponsor. In addition, as of June 30, 2022 and December 31, 2021, $49,254 and $510,165 of cash was held outside of the Trust Account and is available for working capital purposes, respectively. The funds in the Trust Account are invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our business combination. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the only taxes payable by us out of the funds in the Trust Account will be income and franchise taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

We have used the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,

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plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination, our Sponsor or an affiliate of our Sponsor or certain of our directors and officers may, but are not obligated to, loan us funds as may be required. If we complete our business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that our business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Endurance Private Warrants issued to our Sponsor and Cantor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor or certain of our directors and officers as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. As of June 30, 2022 and December 31, 2021, there were no amounts outstanding under any such working capital loans.

If our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our Endurance Public Shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Going Concern

As of June 30, 2022, we have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the Endurance IPO. Following the Endurance IPO, we will not generate any operating revenues until after completion of its initial business combination. We have generated non-operating income in the form of interest income earned on the trust account balance in the amount of $268,266 which cannot used for working capital.

We expect to incur increased expenses since becoming a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as it conducts due diligence on prospective business combination candidates. Our Sponsor, or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, loan our funds as may be required (see Note 5 to Endurance’s financial statements for the three months ending June 30, 2022, included elsewhere in this proxy statement/​prospectus).

Based on the foregoing, management believes that we will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a business combination or one year from this filing.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until March 17, 2023 to consummate the proposed business combination. It is uncertain that we will be able to consummate the proposed business combination by this time. If a business combination is not consummated by March 17, 2023, there will be a mandatory liquidation and our subsequent dissolution. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after March 17, 2023. We intend to

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complete the proposed business combination before the mandatory liquidation date. However, there can be no assurance that we will be able to consummate any business combination by March 17, 2023.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2022 and December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor a monthly fee of $10,000 for office space, administrative and support services, provided to us. We began incurring these fees on September 15, 2021 and will continue to incur these fees monthly until the earlier of the completion of a business combination and our liquidation.

The underwriters are entitled to a deferred discount of $0.45 per unit, or $9,000,000 in the aggregate. The deferred discount will become payable to the underwriters from the amounts held in the Trust Account after redemptions solely in the event that we complete a business combination, subject to the terms of the underwriting agreement and the side letter agreements.

Consulting Agreements

On May 27, 2022 (the “Third Addendum Effective Date”), that certain Consulting Agreement, commencing as of September 14, 2021, as amended by the First Addendum on December 2, 2021 and further amended by the Second Addendum on April 1, 2022, by and between ICR, LLC (the “Consultant”) and Endurance was amended as follows: “Commencing on the Third Addendum Effective Date, the Twenty Thousand Dollar ($20,000.00) monthly fees for the months of April, May, June, July, August, and September 2022 listed in Section IV.B.i of the Agreement shall be deferred and payable upon the Transaction Date. If the Transaction occurs after September 30, 2022, twenty-five percent (25%) of the discretionary bonus shall become non-discretionary and be paid to the Consultant on the Transaction Date. As of June 30, 2022, $60,000 is included in accrued expenses.”

Critical Accounting Policies

Warrant Liability

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Financial Accounting Standards Board (“FASB”) ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. We apply this guidance to allocate Endurance IPO proceeds from the Endurance Units between Class A ordinary shares and warrants, using the residual method by allocating Endurance IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.

We account for the Public Warrants and Endurance Private Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Because we do not control the occurrence of events, such as a tender offer or exchange that may trigger cash

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settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, and as such, the warrants are recorded as derivative liabilities.

Net Income (Loss) Per Share

We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 17,630,000 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary shares is the same as basic net income (loss) per ordinary shares for the periods.

Ordinary Shares Subject to Possible Redemption

We account for our ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, we revisited its application of ASC 480-10-S99 on our condensed financial statements. Subsequent to the re-evaluation, our management concluded that all of its Endurance Public Shares should be classified as temporary equity. Accordingly, 20,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of our balance sheets.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our condensed financial statements.

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SATIXFY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with SatixFy’s consolidated financial statements and the related notes thereto appearing elsewhere in this proxy statement/prospectus and the unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2021 under the heading “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus. Some of the information contained in this discussion and analysis, including information with respect to SatixFy’s plans and strategy for SatixFy’s business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements,” SatixFy’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Throughout this section, unless otherwise noted or the context requires otherwise, “we,” “us,” “our,” “SatixFy” and the “Company” refer to SatixFy Communications Ltd. and its consolidated subsidiaries, and in references to monetary amounts, “dollars” and “$” refer to U.S. dollars, “GBP” refers to British pounds, “EUR” refers to the Euro (the common currency of certain member states of the European Union) and “NIS” refers to New Israeli Shekels.

Overview

We are a vertically integrated satellite communications systems provider using our own semiconductors, focused on designing chips and systems that serve the entire satellite communications value chain — from the satellite payload to user terminals. We create chip technologies capable of enabling satellite-based broadband delivery to markets around the world. Since we commenced operations in June 2012, through December 31, 2021 we have invested over $180.0 million in R&D to create what we believe are the most advanced satellite communications and ground terminal chips in the world.

We develop advanced ASICs and RFICs based on technology designed to meet the requirements of a variety of satellite communications applications, mainly for LEO, MEO and GEO satellite communications systems, Aero/IFC systems and certain COTM applications such as public transportation and maritime connectivity. Our chip technology supports ESMA, digital beamforming and beam-hopping, on-board processing for payloads and SDR modems — each of which will be critical for providing optimized access to LEO satellite constellations.

We believe we are the only vertically integrated maker of satellite communications systems selling products across the entire satellite communications value chain. All of our systems integrate our proprietary semiconductor chips, of which we are a fabless manufacturer. We design our chips, code our software and design end-to-end communications systems for use in various satellite communications applications.

Our end-to-end solutions for the satellite communications industry include satellite payloads, user terminals (ground and Aero/IFC) and hubs, each built around our advanced ASICs and RFICs. We have a diverse customer base, including satellite operators, airlines, manufacturers of satellite communications systems, and other connectivity service providers that integrate our chips and systems in their satellite communications infrastructure. We believe that our modular, scalable and software controllable technology, our focus on producing products for the entire satellite communications value chain and our ability and experience in designing our systems to meet our customers’ specifications, differentiate us from our competitors.

Business Combination Agreement

On March 8, 2022, we and one of our subsidiaries entered the Business Combination Agreement. Under that agreement, our subsidiary, SatixFy MS, will merge with and into Endurance, with Endurance continuing as the surviving company and becoming our direct, wholly owned subsidiary. See “Summary.” The Business Combination Agreement, as amended, and the related transactions were approved by both our board of directors and the board of directors of Endurance. The Business Combination is currently expected to close in the third or fourth quarter of 2022, after receipt of the required approval by our shareholders and Endurance’s shareholders and the fulfillment of certain other conditions. For a description of the

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conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing of the Transactions.”

As a result of the Business Combination, we expect to record an estimated net increase in cash (as compared to our consolidated balance sheet as of December 31, 2021) of between approximately $42.0 million, assuming the Maximum Redemption scenario, and $230.5 million, assuming the No Redemption scenario, and in each case including $29.1 million in proceeds from the PIPE Financing, expected to close concurrently with the Business Combination, and $52.0 million in aggregate loan proceeds, less applicable expenses, that we borrowed in February 2022 under the Debt Facility, net of an estimated $29.8 million or $22.3 million in total expenses related to the Transactions, in the No Redemption and Maximum Redemption scenarios, respectively. We used a portion of the proceeds of the Debt Facility to repay all of our other outstanding debt. See “Unaudited Pro Forma Condensed Combined Financial Information” and “— Liquidity and Capital Resources.”

Concurrently with the execution of the Business Combination Agreement, we entered into the Equity Line of Credit with CF Principal Investments, pursuant to which we may issue and sell to CF Principal Investments, from time to time and subject to the conditions in the related purchase agreement, up to $75.0 million in SatixFy Ordinary Shares. See “Summary — Agreements Entered Into in Connection with the Business Combination Agreement — Equity Line of Credit.”

The Business Combination will be accounted for as a capital reorganization, with no goodwill or other intangible assets recorded, in accordance with IFRS. See “Unaudited Pro Forma Condensed Combined Financial Information.” SatixFy has been determined to be the accounting acquirer. In connection with the Business Combination, the SatixFy Ordinary Shares will be registered under the Exchange Act and listed on the NYSE, which will require SatixFy to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. SatixFy expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources.

Impact of COVID-19

On March 11, 2020, the World Health Organization designated the outbreak of COVID-19 as a global pandemic. The COVID-19 pandemic has hindered the movement of people and goods worldwide, and many governments instituted restrictions on work and travel. For example, the U.S. government declared a national emergency and subsequently issued a “do not travel” advisory advising U.S. citizens to avoid all international travel due to the global impact of COVID-19. Governments, non-governmental organizations and private sector entities have also issued and may continue to issue non-binding advisories or recommendations regarding air travel or other social distancing measures, including limitations on the number of persons that should be present at public gatherings. The U.S. and other governments also implemented enhanced immigration controls for air travel, including screenings, mandatory quarantine requirements and restrictions on travel. The Israeli and many foreign and U.S. state governments also issued stay home or “shelter in place” orders or advisories and imposed limits or advised against non-essential travel. We took precautionary measures intended to help minimize the risk of the virus to our employees, including requiring some of our employees to work remotely and suspending all non-essential travel.

Among other things, the COVID-19 pandemic caused a significant decline in aviation travel, the industry primarily served by many of our current customers, and resulted in several project delays in the Aero/IFC sector, which adversely affected our business and results starting in 2020. Beginning in the first quarter of 2020, several opportunities at different stages of negotiations were postponed and exhibitions and sales meetings were canceled. In addition, work on many of our current projects was delayed, as more than 50% of our employees worked from home during a period of over eight months. This lead to delays in project schedules, and several of our customers put current projects on hold or postponed anticipated projects in light of uncertainties surrounding the air travel industry and demand for satellite communications-related products and services.

Our business volume and revenues improved over the course of 2021, as air travel gradually resumed and airlines and providers of satellite communications services resumed investments in satellite communications projects and our employees returned to work. On the other hand, we and certain of our

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customers have continued to be hampered by pandemic-related supply chain challenges, including a substantial manufacturing backlog for silicon chips, which are manufactured for us by a third party under contract, and related supplies and services. Additionally, we have continued to experience periodic disruptions in air travel and normal business practices as a result of restrictions imposed in response to new COVID-19 variants.

Despite the challenges associated with COVID-19 and the clear impact on the Aero/IFC sector, we have continued to invest in R&D and also believe the circumstances have provided us with an opportunity to gain IFC market share. Significant delays occurred in the procurement of IFC antennas as a result of the pandemic, providing us with the opportunity to mature our technology and design lower cost, more powerful and easier to install Aero/IFC terminals at a time that our principal competitors’ market-ready products, based on more traditional mechanical antennas operating over GEO, did not receive substantial orders. Subject to the developments discussed below under “— Key Factors and Trends Affecting our Performance — Market Trends and Uncertainties,” we believe we have an opportunity to bring our Aero/​IFC terminals to market at the time the industry is likely to begin procuring their next-generation of IFC equipment, which we expect to better coincide with new services being introduced by new LEO constellations.

At this time, we are not able to predict whether the COVID-19 pandemic will result in long-term changes to business practices, including but not limited to a long-term reduction in air travel as a result of increased usage of “virtual” and “teleconferencing” products, which could lead to a decline in demand for air travel and related satellite communications services. The full extent of the ongoing impact of COVID-19 on our longer-term operational and financial performance will depend on future developments, many of which are outside of our control. The magnitude and nature of the effects of these challenges and uncertainties on our business, in addition to the challenges and uncertainties discussed elsewhere in this proxy statement/​prospectus in relation to our decision to update the presentation of our prospective financial information in “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy,” are difficult to predict and such effects may not be fully realized, or reflected in our financial results, until future periods. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — The global COVID-19 pandemic has harmed and could continue to harm our business, financial condition, and results of operations” and “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations.”

Our management continues to monitor and to examine the effects of the COVID-19 pandemic on our business and has made adjustments, and may make further adjustments, in order to keep our employees and partners safe, meet our contractual obligations and continue developing our proprietary technology. Our management has not identified any asset impairments or solvency challenges to date. See “— Key Factors and Trends Affecting our Performance” below for additional information.

Our Revenue Model and Prospects

We seek to provide end-to-end solutions for the satellite communications industry, driven by our proprietary chip technology, which we believe allow us to develop and provide satellite communications systems that have higher system processing capacities and throughputs and that are lighter in weight, consume less power and are lower in cost than competing systems. In most cases, our systems must be tailored to our customers’ specifications. A typical system development life cycle starts with an assessment of the customer’s needs and specifications, is followed by the design of a communications system based on those specifications and the integration of our proprietary chips, and culminates in the delivery of the final product to the customer.

The structure of our contracts with customers varies based on the needs and preferences of our individual customers. For example, while we may enter into agreements with some customers that cover the whole life cycle of a project from the definition of requirements to the development and delivery of a system, at the outset of the engagement, other customers may prefer a phased approach, placing a contract with us for an initial product demonstration, followed by a second phase for the delivery of a commercial-ready product. Accordingly, the length and nature of our contracts vary across our customer base. We are an early stage company and, to date, a substantial portion of our revenues has been derived from relatively few customers.

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We recorded $21.7 million and $10.6 million in revenues in 2021 and 2020, respectively. To date, most of our customer contracts have covered the early phases of satellite communications system development, typically requiring our R&D personnel to team with our customers on the development of system specifications. Accordingly, over the last two years, most of our customer revenues have related to these phases of product development, and have been recorded under “development services and preproduction,” which accounted for approximately 89% and 97% of our total revenues in 2021 and 2020, respectively. Our revenues from sales of products have related mainly to sales of modems and chips, which amounted to $2.4 million and $0.3 million in 2021 and 2020, respectively. Ongoing macro-level events and supply-chain constraints across the satellite industry have resulted in order delays and project cancellations by certain of our current and prospective customers, which we expect will continue to impact our business in the near term. For more information, see “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy.”

Our three largest customers accounted for, in the aggregate, approximately 68% and 97% of our revenues in the years ended December 31, 2021 and December 31, 2020, respectively. Of our three top customers, Jet Talk, our equity method investee in which we own a 51% equity stake but which we do not control, accounted for approximately 14% and 68% of our revenues in the years ended December 31, 2021 and December 31, 2020, respectively, all of which was revenue for the provision of R&D services. See “— Principal Components of Our Results of Operations — Share in the loss of a company accounted by equity method, net” below.

We have two commercial contracts with Jet Talk, both related to the development of an Aero/IFC satellite communications terminal for commercial aircraft, which under our joint venture agreement Jet Talk will have the exclusive right to commercialize and sell. Jet Talk pays for the development services associated with these contracts with the proceeds of a $20.0 million investment by our joint venture partner, STE. We believe our partnership with STE, which under our joint venture contributes to Jet Talk’s funding and its marketing and other activities, will allow us to benefit from STE’s resources, commercial aviation industry expertise and strong presence in East Asia, thus providing us with an added advantage in commercializing our Aero/IFC satellite communications terminals, once their development is complete.

Jet Talk did not generate any revenue in 2021 or 2020 and is not expected to generate material revenue until at least 2023. Once we complete the development of and are able to commercialize our Aero/IFC satellite communications terminal product, the revenues and margins attributable to such sales will not be fully reflected in our consolidated financial statements, which will instead reflect revenue from our sales of products and services to Jet Talk on a contract basis (which we expect Jet Talk to sell to end-users in the commercial aviation market) and our equity in Jet Talk’s net income or loss for each reporting period. Accordingly, our consolidated statements of operations for future periods may not fully reflect the underlying revenues and margins of our future IFC/Aero terminals business. See Note 8 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

We expect our mix of revenue to shift to sales of products in the near term, as we attract more customers, develop custom-tailored and off-the-shelf products, and begin to deliver satellite communications systems at scale. Our ability to generate revenue and profits is subject to numerous contingencies and uncertainties, including those discussed below under “— Key Factors and Trends Affecting our Performance” and “— Liquidity and Capital Resources” and in the section of this proxy statement/prospectus titled “Risk Factors.”

Key Factors and Trends Affecting our Performance

We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section titled “Risk Factors.”

Expanding our Customer Base and Relationships

We are focused on attracting new customers and expanding our relationships and revenue with existing customers, which we believe will be driven by our ability to continue to improve our technologies and products that make our offerings compatible with the latest advances in satellite-enabled communications. As of

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December 31, 2021, we had binding contracts with 8 customers under which we recorded revenues in 2021 or expect to record future revenues. Ongoing business developments discussed elsewhere in this proxy/statement prospectus continue to impact our customer base and plans for expansion. See “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy.”

Backlog

As of December 31, 2021, we had signed contracts representing revenue backlog of approximately $46.0 million. Our backlog consists of estimated revenue pursuant to customer orders and signed contracts. Our customer orders may be terminated under certain circumstances, including if we fail to meet delivery deadlines or otherwise breach our contracts and most of our customer contracts are terminable upon prior notice to us, without penalty. There is no assurance that we will be able to expand our customer relationships with existing customers, and therefore our backlog, or that our backlog will translate into revenue or cash flows.

Potential Revenue Pipeline

As of December 31, 2021, we had an estimated potential revenue pipeline through the end of 2024 worth approximately $70 million (in addition to our backlog described above) based on potential contracts. Our revenue pipeline reflects the estimated revenue opportunity, calculated based on historical experience and management’s estimates, from potential customer contracts that are under negotiation or in early discussion. We can offer no assurances that such negotiations or discussions will result in a signed contract or any revenue. See “Proposal One — The Business Combination Proposal — Unaudited Prospective Financial Information of SatixFy.”

Development of New Products

Since commencing operations in 2012, we have invested a total of approximately $180.0 million in R&D as of December 31, 2021, a substantial portion of which has been defrayed by government and public entity grants (recognized in our statement of operations as reductions in research and development expenses). To date, we have received over $70 million in grants from the ESA, sponsored by the UKSA, and over $5.0 million in grants from the Israeli Innovation Authority (“IIA”). Our net research and development expenses amounted to $17.9 million and $16.6 million in 2021 and 2020, respectively. Our gross R&D spend, exclusive of the impact of offsetting government and public entity grants, amounted to $30.6 million and $30.9 million in 2021 and 2020, respectively. In some cases, such as with grants from the IIA, we are required to repay a portion of the grants at a future date in the form of a royalty on the sales of products developed with the assistance of such grants. See “— Liquidity and Capital Resources — Contractual Obligations and Commitments.” Our R&D efforts also benefit from our experience on customer projects, including collaborations with leading companies in the satellite communications industry. We have generated $19.2 million and $10.3 million in revenues from the provision of such R&D services (recorded under “development services and preproduction” in our statements of income) in 2021 and 2020, respectively, while maintaining ownership of our intellectual property developed in connection with such projects and licensing such intellectual property to our customers.

Our R&D efforts focus primarily on developing new chips, systems and technologies, as well as improving our existing systems with additional innovative features and functionality. For example, based on our SX-3099 chip, we developed the SX-4000 chip to be used in space by applying a radiation hardening process. The development of modem and antenna chips requires us to improve the performance, size, power consumption, product roadmap, resilience and cost of our chips. We combine technologies, such as beamforming, beam-hopping and silicon development processes with our proprietary design methods, intellectual property and our expertise to develop new technologies and advanced systems. To date, our R&D efforts have yielded, in addition to our proprietary chips, satellite-capable modems that are in production and several products, including satellite payloads, Aero/IFC terminals and ground terminals and hubs, that are in late stage development or nearing the prototype phase.

As of December 31, 2021, we had a team of over 180 engineers supporting our mission to innovate the satellite communications industry, including hardware and software, VLSI, product and antenna and algorithm engineers. We conduct our R&D across centers in Israel, the United Kingdom and Bulgaria. By

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spreading our R&D team across multiple locations, we increase our access to highly skilled engineering talent, which we believe provides us with opportunities for evolution and growth.

We believe that continued investment in R&D is critical to our business, and accordingly expect to continue expanding the scope and scale of our R&D activities, including with the proceeds of the Business Combination, and also anticipate continued R&D funding from the ESA, although there can be no assurance as to when or if such funding occurs, or to what the amount and terms of such funding may be. Notwithstanding our continued investment, there is no assurance that our R&D efforts will be successful in yielding new or improved satellite communications products.

Market Trends and Uncertainties

The markets in which our customers operate, including the satellite payloads, ground terminals and IFC markets, are characterized by increasingly rapid technological changes, product obsolescence, competitive pricing pressures, evolving standards and fluctuations in product supply and demand. New technology may result in sudden changes in system designs or platform changes that may render our products obsolete and require us to devote significant additional R&D resources to compete effectively. We believe we have a significant opportunity ahead of us, with an aggregate TAM across our key markets that is expected to reach approximately $18 to $22 billion by the end of the current decade (see “Business — Market Opportunity”). However, we have no control over market demand and there is no assurance that we will be successful in capturing a substantial portion of the TAM, and our ability to do so will be contingent on numerous factors, including developments in the satellite communications industry and geopolitical and macroeconomic conditions and our ability to meet demand, to overcome chip supply shortages and other supply chain capacity challenges, among others. See “Risk Factors — Our estimates, including market opportunity estimates and growth forecasts, are subject to inherent challenges in measurement and significant uncertainty, and real or perceived inaccuracies in those metrics and estimates may harm our reputation and negatively affect our business.”

Our revenues amounted to $21.7 million and $10.6 million in 2021 and 2020, respectively, while our net losses amounted to $17.1 million and $17.6 million, respectively, in the same year. We had an accumulated deficit (i.e., negative retained earnings) of $83.8 million as of December 31, 2021. There is no assurance that we will achieve profitability in the near future, if at all, and may require additional funding to support our continuing operations, fund our R&D and capital expenditure requirements and service our debt obligations. See “— Liquidity and Capital Resources” for more information.

We currently rely on third parties for a substantial amount of our chip manufacturing and system assembly operations, and for assemblies and chip development software. The majority of our chips are supplied by a single foundry, GlobalFoundries, and we purchase chip development software and software libraries from a limited number of providers, such as Cadence Design Systems, Inc. and Siemens. The majority of our chips are designed to be compatible with the manufacturing processes and equipment employed by GlobalFoundries and switching to a new foundry vendor for these chips may require significant cost and time. The current global shortage in semiconductor and related electronic components and assemblies, resulting mainly from macro trends such as strong demand for 5G devices and high performance computing, as well as the impact of the COVID-19 pandemic, has resulted in increases in the prices we pay for the manufacturing of our chips and assemblies, disruptions in our supply chain and disruptions in the operations of our suppliers and customers. If one or more of our vendors terminates its relationship with us, or if they fail to produce and deliver our products or provide services according to our requested demands in specification, quantity, cost and time, our ability to ship our chips or satellite communications systems to our customers on time and in the quantity required could be adversely affected, which in turn could cause an unanticipated decline in our sales and damage our customer relationships. While in some cases we may be able to leverage our relationships with certain large, well-known customers to secure contract manufacturing capacity on better price and delivery terms, this cannot be assured and our ability to mitigate potential adverse impacts of supply chain constraints is limited at this time.

Additionally, we may experience supply chain and other disruptions to our business that may be caused by a range of factors beyond our control, including, but not limited to, COVID-19 related restrictions and quarantine mandates, geopolitical uncertainty, international trade disputes, armed conflicts and sanctions, such as the ongoing armed conflict following Russia’s invasion of Ukraine and the related sanctions, or

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economic and political instability in Southeast Asia resulting from the military threat posed by China against Taiwan, climate change, increased costs of labor, freight cost and raw material price fluctuations, a shortage of qualified workers or material changes in marcoeconomic conditions. For example, as a result of the armed conflict in the Ukraine, several of our current and prospective customers that operate communication satellite constellations have decided to shift their launches from Russian-based launch facilities and vehicles to providers in other countries. If these customers are unable to find alternative launch venues on a timely basis or at all, they may experience delays in deploying their next generation satellites, which in turn could cause them to defer orders for our satellite communications chips and satellite payloads. For example, on March 3, 2022, OneWeb, one of our significant customers, announced that it was suspending all satellite launches from Russia’s Baikonur Cosmodrome and recently announced that it would partner with companies in other countries, which may result in a significant delay of its test launch of satellites equipped with our payload systems if it is unable to transition its expected satellite launches on a timely basis. Industry supply chain challenges may be exacerbated and the demand for our products may be adversely affected as a result of the indirect effects of the Russia-Ukraine armed conflict, related sanctions or their impacts on global and regional economies. Industry trends and macroeconomic developments more generally, such as recent global inflationary trends and financial markets volatility, could also result in funding constraints for our existing and prospective customers that may affect the timing and scale of investments in new communications satellite constellations and related infrastructure, which in turn may result in delays to contract negotiations or customer orders. For example, one of our customers is reconsidering the scale and timing of its plans to launch a new LEO communications satellite constellation and another recently delayed a product tender in which we expect to participate. Our ability to mitigate these supply chain and other disruptions, including the potential adverse impacts of the Russia-Ukraine conflict on our supply chain or the supply chains of our customers, is limited, as the impacts are largely indirect and it is difficult for us to predict at this time how our suppliers and customers will adjust to the new challenges or how these challenges will impact our costs or demand for our products and services. See “Risk Factors — Risks Related to SatixFy’s Business, Operations and Industry — We are currently experiencing, and may continue to experience, increased risks and costs associated with volatility in labor or component prices or as a result of supply chain or procurement disruptions, which may adversely affect our operations,” “ — We rely on third parties for manufacturing of our chips and other satellite communications system components. We do not have long-term supply contracts with our foundry or most of our third-party manufacturing vendors, and they may not allocate sufficient capacity to us at reasonable prices to meet future demands for our solutions” and “— Deterioration of the financial condition of our customers could adversely affect our operating results.”

Competition

The satellite communications industry is competitive and characterized by rapid advances in technology, new product introductions, high levels of investment in R&D and high costs associated with generating marketable products. Our competitiveness depends on our ability to develop and launch products superior in performance and SWaP-C than our competitors and our ability to anticipate and adjust to changes in our customers’ requirements. The competition in the satellite communications market focuses primarily on performance, size, power consumption, product roadmap resilience and cost. Our customers’ selection processes are often highly competitive, and there are no guarantees that our products will be included in the next generation of our customers’ products and systems.

Many of our current and potential competitors have existing customer relationships, established patents and other intellectual property, a longer track record in supplying satellite communications solutions and substantial technological capabilities. For example, two customers with whom we were discussing prospective new contracts recently informed us that they selected our larger competitors with longer track records of providing space-based and aircraft-based satellite communications solutions as principal contractors for their satellite communications needs. In some cases, our competitors are also our customers or suppliers. Additionally, many of our competitors may have significantly greater financial, technical, manufacturing and marketing resources than we do, which may allow them to invest more in R&D, implement new technologies and develop new products more quickly than we can. For further information, see “Risk Factors — We operate in a highly competitive industry and may be unsuccessful in effectively competing in the future.”

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Basis of Presentation

We currently conduct our business through one reportable operating segment. We prepare our consolidated financial statements under IFRS as issued by the IASB.

Our functional and reporting currency is the U.S. dollar (which is also the functional currency of our Israeli subsidiary), as the demand for satellite communications chips and systems, and many of the development costs with respect thereto, are priced in U.S. dollars. Certain of our subsidiaries, on the other hand, have other functional currencies (being the currencies in which their assets, liabilities, revenues and expenses are recorded). The functional currency of our UK subsidiaries is the GBP and the functional currency of our Bulgarian subsidiary is the EUR. Accordingly, in the preparation of our consolidated financial statements, we are required to translate these subsidiaries’ GBP and EUR balances to U.S. dollars. Assets and liabilities are generally translated at year-end exchange rates, while revenues and expenses are generally translated at the average exchange rates for the period presented. The differences resulting from translation are presented in our consolidated statement of comprehensive loss, under Exchange gains (losses) arising on translation of foreign operations, but are not reflected in our net loss. As a result of our foreign currency translation exposure, certain amounts in our consolidated financial statements may not be comparable between periods. Additionally, subsidiary cash and financial asset and liability balances that are denominated in currencies other than the functional currency of the subsidiary are remeasured into the functional currency, with the resulting gain or loss recorded in the financial income or financial expenses line-items in our statements of income. For more information about the comparability impact of our foreign currency translation exposure, see below under “— Quantitative and Qualitative Disclosure About Market Risk —  Foreign Currency Fluctuations.”

Key Financial and Operating Metrics

We monitor several financial and operating metrics in order to measure our current performance and project our future performance. These metrics are presented in the following table.

​	Year Ended December 31,
​	2021			2020
​	(U.S.$ in thousands, except percentages)
Revenues	​	$	21,720	​	$	10,632
Gross profit	​	$	12,877	​	$	7,572
Gross margin(1)	​	​	59%	​	​	73%
Net loss	​	$	(17,050)	​	$	(17,564)

(1)

Calculated according to IFRS as gross profit divided by total revenues, and expressed as a percentage.

Principal Components of Our Results of Operations

Revenues

In the periods discussed in this proxy statement/prospectus, we have generated substantially all of our revenues from development services and preproduction provided to our customers in connection with projects on which we are engaged (although we maintain ownership of the intellectual property developed in connection with such projects). Our revenue from sales of products consisted mostly of revenue from contracts for the provision of products, including product prototypes, and components, including our proprietary chips.

We expect our mix of revenue to shift to sales of products in the near term, as we attract more customers, develop custom-tailored and off-the-shelf products, and begin to deliver satellite communications systems at scale.

Cost of sales and services

Our cost of sales and services includes mainly salaries (including bonuses, benefits and related expenses) of our service personnel and the costs of our chip manufacturing subcontractors, chip manufacturing tools

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and materials and models, shipping cost, and related depreciation and amortization, including amortization of intangible assets, if any.

Research and development expenses

Research and development expenses consist primarily of salaries (including bonuses, benefits and related expenses) of personnel involved in R&D and the cost of development tools, third party intellectual property licenses, and subcontractors, net of public sector grants, including from ESA, which offset some of our research and development expenses. See Note 23 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

To date, we have expensed all of our R&D costs as incurred. See “— Critical Accounting Policies and Estimates — Research and Development Costs.” We expect to continue investing in R&D and, accordingly, expect our research and development expenses to increase. We also expect to benefit from additional funding from the ESA and other government and public sector entities, which, if obtained, would offset a portion of our research and development expenses.

Selling and marketing expenses

Selling and marketing expenses consist mainly of salaries (including bonuses, benefits and related expenses) of our personnel involved in the sales and marketing of our products, as well as advertising, exhibition and related expenses (including related travel).

We expect our sales and marketing costs to increase as we bring more products to market, the demand for our products increases and we hire more sales and marketing personnel.

General and administrative expenses

General and administrative expenses consist mainly of salaries (including bonuses, stock-based awards, benefits and related expenses) of management and administrative personnel, overhead costs (including facilities rent and utilities) and depreciation and amortization of property and equipment not used in the manufacturing of our products or provisions of our services.

We expect our general and administrative costs to increase as a result of becoming a public company, potentially substantially, as we expect to incur customary public company costs related to director and officer liability insurance, director fees and public company-related auditing and compliance costs. We also expect higher costs in connection with the expansion of our management team and finance and administrative functions in connection with the Business Combination.

Share in the loss of a company accounted by equity method, net

This represents our share in the loss of a company accounted by equity method, net, which reflects our proportionate share of the loss of Jet Talk, a joint venture with STE. We own 51% of Jet Talk’s equity, but do not control the company, as STE controls the company’s financing and participates substantially in directing its marketing and R&D activities (the latter generally being contracted to us) and also participates in the appointment of the chief executive officer, among other senior management personnel. We are committed to provide Jet Talk with future development services for an Aero/IFC terminal, exclusive marketing rights for the commercial aviation market, technical skills, staff expertise, R&D facilities and a non-exclusive, royalty-free, world-wide, perpetual, non-transferable, irrevocable license to use and commercially exploit our intellectual property for the development, production, sales and marketing of satellite antenna systems for the commercial aviation market. While Jet Talk has generated losses to date, we expect Jet Talk to contribute significantly to our results of operations in the future. See Note 8 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

Finance Income and Expenses

Finance income includes mainly the impact of foreign exchange remeasurement of certain subsidiary financial assets and liabilities (see “— Basis of Presentation”), fair value adjustments related to financial

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assets and liabilities (including, in 2020 and 2021, a deemed gain resulting from a discounted bank loan obtained in connection with the COVID-19 pandemic           ) and interest on bank deposits.

Finance expenses include mainly interest on loans and bank fees, depreciation of our right-of-use assets, amortization of debt and warrant discounts, fair value adjustments related to financial assets and liabilities (including, in 2020 and 2021, our outstanding warrants and repayable grants from the IIA) and the impact of foreign exchange remeasurement of certain subsidiary financial assets and liabilities.

Income taxes

To date, we have not been subject to income taxes, due to the fact that we have incurred losses in every year since commencing operations, and we have not recorded any income tax benefits since there is uncertainty as to our ability to utilize our tax loss carryforwards in future periods. See Note 24 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

Results of Operations

Results of Operations for Year Ended December 31, 2021 Compared with Year Ended December 31, 2020

The following table provides our consolidated statements of operations for the year ended December 31, 2021:

​	Year Ended December 31,				​	​	​	​
​	2021		2020		$ Change		% Change
​	(U.S.$ in thousands, except percentages)
Revenues:	​	​	​	​	​	​	​	​
Development services and preproduction	​	19,237	​	10,319	​	8,918	​	86%
Sale of products	​	2,483	​	313	​	2,170	​	693%
Total revenues	​	21,720	​	10,632	​	11,088	​	104%
Cost of sales and services:	​	​	​	​	​	​	​	​
Development services and preproduction	​	7,326	​	2,966	​	4,360	​	147%
Sale of products	​	1,517	​	94	​	1,423	​	1,513%
Total cost of sales and services	​	8,843	​	3,060	​	5,783	​	189%
Gross profit	​	12,877	​	7,572	​	5,305	​	70%
Research and development expenses	​	17,944	​	16,637	​	1,307	​	8%
Selling and marketing expenses	​	1,752	​	1,088	​	664	​	61%
General and administrative expenses	​	3,735	​	2,612	​	1,123	​	43%
Profit (loss) from regular operations	​	(10,554)	​	(12,765)	​	(2,211)	​	(17%)
Finance Incomes	​	—	​	1,260	​	(1,260)	​	(100%)
Finance Expenses	​	(4,598)	​	(2,163)	​	2,435	​	113%
Share in the loss of a company accounted by equity method, net	​	(1,898)	​	(3,895)	​	(1,997)	​	(51%)
Loss before income taxes	​	(17,050)	​	(17,563)	​	(513)	​	(3%)
Income taxes	​	​	​	—	​	​	​	​
Loss for the period	​	(17,050)	​	(17,563)	​	(513)	​	(3%)

Total Revenues

Total revenues increased by $11.1 million, or 104%, for the year ended December 31, 2021 compared to the year ended December 31, 2020.

Development services and preproduction

Development services and preproduction increased by $8.9 million, or 86%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by

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new engagements for two customers in 2021 for which we are developing ground equipment, based on our modems and chips, to be used for communication with their LEO constellations.

Sale of products

Sale of products increased by $2.2 million, or 693%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by an increase in product orders from one of our existing customers.

Cost of sales and services

Cost of sales and services increased by $5.8 million, or 189%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by the increased revenues described above.

Gross profit

Gross profit increased by $5.3 million, or 70%, for the year ended December 31, 2021 compared to the year ended December 31, 2020, reflecting our increase in revenue.

Our gross margin declined to 59% in 2021 from 71% in 2020, mainly attributable to the lower margin profile of our development services contracts performed in 2021 relative to 2020 and, to a lesser extent, the substantial increase in the sale of products (chips and modems), as our products typically carry a lower gross margin compared to the provision of development services and preproduction.

Research and development expenses

Research and development expenses increased by $1.3 million, or 8%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. While our gross R&D expenditure remained relatively steady, at $30.6 million and $30.9 million in 2021 and 2020, respectively, contributions from government support and grants, which are recorded as offsets to R&D expenses, declined by $1.5 million, to $12.7 million in 2021 from $14.2 million in 2020. Our total R&D salary expenses increased by 3% between periods.

Selling and marketing expenses

Sales and marketing expenses increased by $0.7 million, or 61%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by an increase in salaries and commissions related provisions driven by our improved sales.

General and administrative expenses

General and administrative expenses increased by $0.9 million, or 34%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by higher legal and audit fees related to our financing activities.

Profit (loss) from regular operations

Loss from regular operations decreased by $2.2 million, or 17%, for the year ended December 31, 2021 compared to the year ended December 31, 2020, reflecting the factors discussed above.

Finance Income

We did not record any finance income in 2021, compared to $1.3 million in finance income in 2020. The 2020 finance income was attributable mainly to gains on remeasurement of certain financial balances held by our UK subsidiary into U.S. dollars, reflecting the appreciation of the British Pound, the functional currency of the subsidiary, relative to the U.S dollar, our reporting currency, in 2020, as well as an income provision of approximately $0.6 million relating to the spread between market interest rates and the actual interest rate on a subsidized COVID-19 loan received during 2020.

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Finance Expenses

Finance expenses increased by $2.4 million, or 113%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily driven by increased interest reflecting our increased amount of bank and other financial debt, as well as the amortization of the aforementioned finance income provision relating to the subsidized COVID-19 loan received during 2020.

Share in the loss of a company accounted by equity method, net

Share in the loss of a company accounted by equity method, net, decreased by $2 million, or 51%, for the year ended December 31, 2021 compared to the year ended December 31, 2020. The decrease was primarily driven by a decrease in R&D expenses by Jet Talk due to the recent substantial completion of its development project.

Income taxes

We did not record tax benefits or expenses in 2020 or 2021.

Net loss for the period

Net loss for the period decreased by $0.5 million, or 3%, for the year ended December 31, 2021 compared to the year ended December 31, 2020, reflecting the factors discussed above.

Liquidity and Capital Resources

Our primary cash needs are for working capital, including funding our R&D and meeting our contractual obligations and other commitments, and payment of principal and interest on our outstanding debt. To date, we have funded these working capital requirements and other expenses mainly through issuances of equity capital and borrowings, as further discussed below, as well as grants and other funds received from the ESA and the IIA. Our ability to expand our business and become cash flow positive will depend on many factors, including our working capital needs, the availability of equity or debt financing and, over time, our ability to generate positive cash flows from operations, all of which depend on our ability to attract and retain customers, develop new products and compete effectively, as well as certain factors outside of our control. In light of the level of shareholder redemptions in recent SPAC business combination transactions, we are unable to accurately predict the amount of proceeds we expect to obtain from the Business Combination and anticipate that we will continue to fund our working capital requirements as discussed above. See “— Key Factors and Trends Affecting our Performance.”

As of December 31, 2021, our cash and cash equivalents amounted to $3.9 million and our financial debt amounted to $17.8 million. On a pro forma basis, assuming the consummation of the Business Combination and the Pro Forma Transactions (as defined elsewhere in this proxy statement/prospectus), our cash and cash equivalents would have amounted to between approximately $45.8 million and $234.4 million at December 31, 2021, respectively, depending on the extent of redemptions by Endurance shareholders. See “Unaudited Pro Forma Condensed Combined Financial Information.”

We expect our working capital requirements and, over time, our capital expenditure needs to increase substantially, as we continue to expand our R&D efforts and work to bring our products to market to meet the anticipated growing demand for satellite communications infrastructure. We believe that our cash on hand following the consummation of the Business Combination, including the proceeds of the PIPE Financing, our borrowings under the 2022 Credit Agreement and the amount available to us under the Equity Line of Credit, will be sufficient to meet our working capital and capital expenditure requirements for a period of at least twelve months from the date of this proxy statement/prospectus.

We have based our estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Changing circumstances could also cause us to consume capital faster than we currently anticipate, and we may need to spend more than currently expected. Over the long term, we may decide to develop new products, enter new markets or build additional or expand current manufacturing facilities, any of which would require substantial additional capital. The timing of the completion of the development and engineering, and commercial launch, of our satellite communications

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systems that are expected to drive our future results is uncertain. The commercialization of these products may also entail unpredictable costs and delays and is subject to significant risks, uncertainties and contingencies, many of which are beyond our control. Certain of these risks and uncertainties are described in more detail in this proxy statement/prospectus under the title “Risk Factors,” and include, but are not limited to, changed business conditions, continued supply chain challenges, other disruptions due to the COVID-19 pandemic and governmental responses thereto, geopolitical uncertainty, competitive pressures, regulatory developments or the cessation of public sector R&D funding, among other potential developments.

To the extent that our current resources are insufficient to satisfy our cash requirements, or to the extent we do not generate sufficient cash flows from operations to cover our future development or marketing strategies, we may need to seek additional equity or debt financing. If the financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in product development or scale back our operations, which could have a material adverse impact on our business and financial prospects.

Debt and other financing arrangements

As of December 31, 2021, we had total borrowings (not including lease liabilities) of approximately $17.8 million (of which approximately $11.5 million were long-term), under various loan agreements and bank lines of credit, including a loan from one of our shareholders. See Note 13 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus. We repaid all of these borrowings in February 2022 with the proceeds of the Debt Facility under the 2022 Credit Agreement, as described below. On a pro forma basis, assuming the consummation of the Business Combination and the Pro Forma Transactions, our outstanding debt would have amounted to $52.0 million.

2022 Debt Financing

In anticipation of the Business Combination, on February 1, 2022, we entered into the 2022 Credit Agreement with Wilmington Savings Fund Society, FSB, as Agent, and affiliates of Francisco Partners L.P., as lenders, pursuant to which we borrowed an aggregate principal amount of $55.0 million in the form of a term loan, which is guaranteed by certain of our subsidiaries. The obligations under the 2022 Credit Agreement are secured by a lien and security interest over substantially all of our and the guarantors’ assets. The 2022 Credit Agreement provides that the term loan matures on February 1, 2026, unless the Business Combination is not consummated by February 1, 2023, in which case the loan matures on August 1, 2024 (or August 1, 2025, if certain financial conditions are met). The loan bears interest at a rate of 9.5% per annum, unless the Business Combination is not consummated by February 1, 2023, in which case the interest rate shall automatically increase by 1.00% to 10.50% on March 31, 2024 and by 1.00% to 11.50% on March 31, 2025. At our election, until the consummation of the Business Combination, interest on the term loan may be paid on a pay-in-kind (PIK) basis (up to 100% in the first year, 75% in the second year and 50% thereafter). Following the consummation of the Business Combination, interest on the term loan will be payable in cash.

The 2022 Credit Agreement contains customary covenants that restrict the way in which we may conduct our business and our ability to take certain actions. In particular, it limits our ability to incur additional indebtedness or liens, dispose of assets to third parties, repurchase our shares and pay dividends. The 2022 Credit Agreement also imposes a financial maintenance covenant, requiring that, for so long as we have a leverage ratio (debt to Consolidated Adjusted EBITDA (as defined in the 2022 Credit Agreement)) greater than or equal to 6.00 to 1.00, SatixFy must maintain a minimum cash balance of $10.0 million plus an amount sufficient to cover it and its subsidiaries’ accounts payable that are past 60 days due, which cash is held in deposit accounts subject to a security interest in favor of the Agent. The 2022 Credit Agreement also contains customary events of default, which provide that the lenders are entitled to automatically accelerate payment of the loans upon the occurrence of an event of default.

In connection with the Debt Financing, SatixFy also entered into an equity grant agreement, dated February 1, 2022, pursuant to which it issued 808,907 SatixFy Ordinary Shares (before giving effect to the Pre-Closing Recapitalization) to the lenders under the 2022 Credit Agreement in consideration for the funds borrowed.

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SatixFy and Endurance also agreed in the Business Combination Agreement to use commercially reasonable efforts to obtain a Backstop Facility, to be entered into between SatixFy and the institutional lender and its affiliates that are lenders under the Debt Financing, under which SatixFy may borrow up to an additional $25.0 million. As of the date of this proxy statement/prospectus, we have not entered into a Backstop Facility.

Equity Line of Credit

In March 2022, concurrently with the execution of the Business Combination Agreement, we entered into the CF Purchase Agreement and CF Registration Rights Agreement with CF Principal Investments. Pursuant to the CF Purchase Agreement, we have the right to sell to CF Principal Investments up to $75.0 million of newly issued SatixFy Ordinary Shares. The Equity Line of Credit will become effective upon the consummation of the Business Combination. See “Agreements Entered into in Connection with the Business Combination Agreement — Equity Line of Credit.”

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Cash Flows

The following table summarizes our cash flows for the periods indicated:

​	Year Ended December 31,
​	2021		2020
​	(U.S.$ in thousands)
Cash Flow Data:	​	​	​	​
Net cash used in operating activities	​	(5,866)	​	(5,604)
Net cash used in investing activities	​	(10)	​	(299)
Net cash provided by financing activities	​	2,755	​	7,947
Increase (decrease) in cash and cash equivalents	​	(3,121)	​	2,044
Cash and cash equivalents balance at the beginning of the year	​	6,983	​	4,961
Effect of changes in foreign exchange rates on cash and cash equivalents	​	(8)	​	(22)
Cash and cash equivalents balance at the end of the year	​	3,854	​	6,983

Operating Activities

During the year ended December 31, 2021, net cash used in operating activities was $5.8 million, compared to $5.6 million in the year ended December 31, 2020, reflecting the factors discussed under “— Results of Operations” above and the evolution of our working capital. The principal drivers of working capital were contract assets, which increased by $4.1 million in 2021 compared to a $1.0 million decrease in 2020, other current assets (comprised mainly of prepaid expenses and accruals for tax credits), which decreased by $3.2 million in 2021 compared to a $1.2 million decrease in 2020, deferred revenues, which decreased by $0.6 million in 2021 compared to a decrease of $5.0 million in 2020, and accounts payable and accrued expenses, which increased by $3.5 million in 2021 compared to an increase of $2.0 million in 2020.

Investing Activities

During the year ended December 31, 2021, net cash used in investing activities was negligible, reflecting $0.2 million in purchases of property and equipment, offset by a decrease of approximately the same amount in long-term bank deposits.

During the year ended December 31, 2020, net cash used in investing activities was $0.3 million, consisting of purchases of property and equipment.

Financing Activities

During the year ended December 31, 2021, net cash from financing activities amounted to $2.8 million, consisting mainly of a receipt of a $7.3 million loan from a financial institution, net of repayment of existing loans from banks and repayment of lease and royalty labilities.

During the year ended December 31, 2020, net cash from financing activities amounted to $7.9 million, consisting mainly of bank borrowings and the proceeds of a shareholder loan.

Commitments

As of the date of this proxy statement/prospectus, our material financial commitments were comprised of the amounts outstanding under the Debt Facility, as described above, and the lease liabilities described in Note 7 to our consolidated financial statements included elsewhere in this proxy statement/prospectus.

In connection with the ESA grants described above, which are intended to fund 50%-75% of the cost of development of integrated chip sets for several industries (depending on the nature of the engagement), including both hardware and software, our agreement stipulates that the resulting intellectual property will be available to ESA on a free, worldwide license for its own requirements. In addition, ESA can require us to license the intellectual property to certain bodies that are part of specified ESA programs, for ESA’s own

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requirements on acceptable commercial terms, and can also require us to license the intellectual property to any other third party for purposes other than ESA’s requirements, subject to our approval that such other purposes do not contradict our commercial interests.

Additionally, approximately $3.3 million of the $5.3 million in R&D grants we obtained from the IIA is subject to repayment through royalties. We are required to pay the IIA royalties of 3% to 4% of total sales of products resulting from R&D funded by such grants, up to a maximum amount of 100% of total grants received, plus interest calculated at LIBOR. We record the royalty liability once the repayment obligation is deemed probable. Our royalty liability to the IIA amounted to $2.3 million as of December 31, 2021. Of the $2.3 million subject to repayment through royalties, approximately $2.0 million represented a contingent liability (fair value measured based on discounted future royalties and an interest rate of 20%), and accordingly was not recorded on our balance sheet.

Other than the commitments and contingencies disclosed in this discussion and analysis, our consolidated financial statements included elsewhere in this proxy statement/prospectus and the costs related to the Transactions described under “Unaudited Pro Forma Condensed Combined Financial Information,” we did not have material contractual commitments or contingencies for payments of cash as of the date of this proxy statement/prospectus.

Off-balance Sheet Arrangements

Other than the contingencies described above and certain transactions related to the Business Combination described under “Unaudited Pro Forma Condensed Combined Financial Information,” we did not have any off-balance sheet arrangements as of the date of this proxy statement/prospectus.

Seasonality

We do not believe that demand for our products and services is seasonal. As an early stage company, most of our revenue to date has been project-based. Accordingly, our revenue and results of operations may fluctuate from period to period based on the number of customer projects or the achievement of key milestones under our customer contracts.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition results of operations are based upon our consolidated financial statements included elsewhere in this proxy statement/prospectus. The preparation of our consolidated financial statements in accordance with IFRS requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from those estimates.

Our critical accounting policies are those that materially affect our consolidated financial statements and involve difficult, subjective or complex judgments by management. A thorough understanding of these critical accounting policies is essential when reviewing our consolidated financial statements. We believe that the critical accounting policies listed below involve the most difficult management decisions because they require the use of significant estimates and assumptions as described above. See Note 2 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus for a summary of our significant accounting policies. Our critical accounting policies are the following.

Revenue Recognition

We recognize revenue using the five-step model set forth in IFRS 15, Revenue from Contracts with Customers. To date, we have earned revenue mainly from providing customers with development services and the sale of ground-based modems for satellite communications and related products.

We recognize revenue from the provision of NRE services at the time the service is transferred to the customer and measure the revenue in an amount that represents the consideration that we expect to be entitled to for the same goods or services, while revenue from the sale of satellite communications modems and related products is recognized when control of the products is transferred to our customers, both as

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described in Note 2 to our consolidated financial statements included elsewhere in this proxy statement/​prospectus. In connection with the recognition of revenue from NRE services, we measure the progress of our performance commitments based on the portion of completion of each project or project deliverable. Changes in these estimates could have a material impact on the amount of revenue recognized for a given period.

Research and Development Costs

To date, we have recognized all expenditures on R&D activities in our statement of operations as they were incurred. Going forward, we may elect to capitalize expenditures incurred on development activities where the expenditure will lead to new or substantially improved products and only if all the following can be demonstrated:

•

the product is technically and commercially feasible;

•

we intend to complete the product so that it will be available for use or sale;

•

we have the ability to use or sell the product;

•

we have the technical, financial and other resources to complete the development and to use or sell the product;

•

we can demonstrate the probability that the product will generate future economic benefits; and

•

we are able to reliably measure the expenditure attributable to the product during its development.

Capitalized development costs are included in the carrying amount of an intangible asset, and the capitalization of costs ceases when the asset is in the condition necessary for it to be capable of operating in the manner intended by management. Capitalized development costs are amortized on a straight-line basis over their estimated useful lives once the development is completed and the assets are in use. Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditure, including that incurred in order to maintain an intangible asset’s current level of performance, is expensed as incurred. As of December 31, 2021, our management concluded that we did not meet the aforementioned requirements for capitalization of any research and development expenses. Management’s conclusions may change in future periods, which could have a material impact on the comparability of our financial results for future periods with the results presented in this proxy statement/prospectus.

Share-based payments

We record share-based payments to employees, which are measured at the value of the equity instrument at the time of grant, and record a corresponding expense.

As our common shares are not listed on a public market, the calculation of the fair value of our common shares is subject to a greater degree of estimation in determining the basis for share-based grants. Accordingly, we are required to estimate the fair value of both the instrument entitling the recipient to purchase shares, as well as the shares themselves, at the time of each grant. We consider objective and subjective factors in determining the estimated fair value of our shares, with input from management and an independent valuation firm. We determined the value of our shares based on interpolating from the valuations in our most recent external equity financing rounds and, when applicable, an expected valuation for a public offering, subject to discounts for the probability and timing of an exit event and lack of marketability, among other factors.

In turn, we measure the value of options or warrants to purchase our shares based on the value of the shares and an option pricing or hybrid model. We used the Black-Scholes model to determine the fair value of options to buy our shares, based on assumptions as to dividend yield (0%), expected volatility (56.43%), risk-free interest rate (1.6%) and expected life of the instrument (3 years). We used a hybrid of the Black-Scholes and Merton (Structural Model) models for the purpose of determining the fair value of our warrants, based on assumptions as to risk-free interest rate (0.59%), expected exercise period (between 5 and 8 years) and expected volatility (approximately 40%).

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The assumptions underlying the valuations represent our best estimates, which involve inherent uncertainties and the application of management judgment. As a result, if we used significantly different assumptions or estimates, our share-based compensation expense for prior periods could have been materially different.

Following the consummation of the Business Combination, we expect to use the market price of our ordinary shares as the basis for the valuation of future grants, based on the reported closing price of such shares on the date of grant. We expect to record a substantial expense in our future financial statements for periods that include the date of consummation of the Business Combination as a result of the issuance of the Price Adjustment Shares and IFRS accounting for Founder Shares. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Inventory

Inventories are recognized at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. We measure the cost of raw materials on a first-in, first-out basis and finished goods according to costs based on direct costs of materials and labor. We review the net realizable value of our inventory at the end of each reporting period. Factors that may affect inventory selling prices include the existing market demand, competition, the availability of superior technology in the market, the prices of raw materials and the solvency of customers and suppliers. Write-downs in the value of inventory are also expensed on our statement of operations. While we have not historically held significant inventory on hand, and have not experienced inventory write-downs, we expect this to change over time as develop more customer relationships and commercialize more products.

Quantitative and Qualitative Disclosures about Market Risk

Market risk represents the risk of loss that may impact our financial position because of adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of exposure resulting from potential changes in inflation, exchange rates or interest rates. We do not hold financial instruments for trading purposes.

Foreign Currency Exchange Risk

As discussed above under “— Basis of Presentation,” we have been and continue to be exposed to foreign currency translation effects, which may be material. In 2021, a hypothetical 10% increase (or decrease) in the average value of each of the NIS, GBP and EUR against the U.S. dollar in 2021 would have reduced (or increased) our operating loss by approximately $0.7 million.

In addition, we are also exposed to foreign exchange remeasurement with respect to our subsidiaries financial assets and liabilities denominated in currencies other than such subsidiaries’ functional currencies. See “— Basis of Presentation.” We may also be exposed to foreign currency transaction risk as a result of funding our operations in one currency and paying our expenses in another, and consequently our earnings or losses may fluctuate from period to period as a result of changes in exchange rates.

Interest Rate Risk

Fluctuations in interest rates may impact the level of interest income we earn on short-term deposits. All of our outstanding debt bears interest at fixed rates, although the interest rate on our term loan under the 2022 Credit Agreement is subject to adjustment in certain cases, as described under “— Liquidity and Capital Resources — Debt and other financing arrangements” above. We do not enter into derivative financial instruments, including interest rate swaps, for hedging or speculative purposes.

Emerging Growth Company Status

We are an emerging growth company, as defined in Section 102(b)(1) of the JOBS Act. The JOBS Act exempts emerging growth companies from certain SEC disclosure requirements and standard and we intend to take advantage of some of the reduced regulatory and reporting requirements of emerging growth

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companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not limited to, (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, (2) presenting only two years of audited consolidated financial statements until we file our first annual report with the SEC, including in this proxy statement/prospectus, and (3) not being required to comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or current or future PCAOB rules requiring supplements to the auditor’s report providing additional information about the audit and the consolidated financial statements (critical audit matters or auditor discussion and analysis). Although under the JOBS Act emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies, this exemption does not apply to companies, such as us, reporting under IFRS since IFRS does not provide for different transition periods for public and private companies.

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MANAGEMENT FOLLOWING THE BUSINESS COMBINATION

Management and Board of Directors

The following persons are expected to serve as SatixFy’s executive officers and directors following the Business Combination. For biographical information concerning the executive officers and directors, see below. The following persons are expected to serve as SatixFy’s executive officers and directors following the Business Combination. For biographical information concerning the executive officers and directors, see below.

Name	Age	Position
Yoav Leibovitch	64	Chief Financial Officer, Chairman of the Board of Directors
David (Dudi) Ripstein	55	Chief Executive Officer
Simona Gat	65	President
Doron Rainish	66	Chief Technology Officer and Director
Charles A. Bloomfield	49	Chief Executive Officer – SatixFy Space Systems
Divaydeep Sikri	43	Vice President and Chief Engineer
Stephane Zohar	55	Vice President – VLSI
Mary P. Cotton	64	Director
Yair Shamir	76	Director
David L. Willetts	66	Director
Richard C. Davis	56	Director Nominee
Moshe Eisenberg	55	Director Nominee
Yoram Stettiner	63	Director Nominee

Executive Officers

Yoav Leibovitch is our Chief Financial Officer, a position he has held since co-founding SatixFy in 2012, and was appointed as our Co-Chairman of the board of directors in March 2022 and served as our interim Chief Executive Officer from April 2022 to June 2022, following the passing of our co-founder and Chief Executive Officer, Mr. Yoel Gat, until the effective date of Mr. Ripstein’s appointment as Chief Executive Officer. Prior to SatixFy, Mr. Leibovitch was the Chief Executive Officer of Raysat, Inc. from 2009 to 2012, a leading developer of Communication-On-The-Move antennas. Additionally, Mr. Leibovitch was the Vice President of Business Development at Gilat Satellite Networks (“Gilat”), a company founded by our late co-founder and CEO, Mr. Yoel Gat, from 2005 to 2008 and the Chief Financial Officer of Gilat from 1991 to 2003. Mr. Leibovitch holds an M.B.A. from the Hebrew University of Jerusalem. Mr. Leibovitch is a Certified Public Accountant in Israel.

David (Dudi) Ripstein is our Chief Executive Officer, a position he has held since June 26, 2022 after succeeding our late co-founder and Chief Executive Officer, Mr. Yoel Gat. Since 2017, Mr. Ripstein has been serving as the President and Chief Executive Officer of GreenRoad Technologies Ltd., a global leader in fleet safety telematics. Since 2021, Mr. Ripstein is serving as a director in Ceragon Networks Ltd.a Nasdaq-traded (CRNT) company. In 2016, Mr. Ripstein served as the Chief Executive Officer of Spotoption Technologies a fintech SW provider. From 2000-2015, Mr. Ripstein served in various positions in RADCOM, a Nasdaq- traded (RDCM) provider of service assurance solutions, including as President & Chief Executive Officer from 2007-2015 and as a General Manger from 2000-2005. Prior to RADCOM, Mr. Ripstein co-founded two technology startups and served for 10 years as the head of a large R&D engineering group within the Israel Defense Force’s Intelligence Unit. Mr. Ripstein holds a B.Sc. in Electrical Engineering from the Technion Haifa Institute of Technology.

Simona Gat is our President, a position she has held since the founding of SatixFy in 2011. Ms. Gat has over 35 years of experience in product design and manufacturing, marketing, sales and management. Prior to SatixFy, from 2006 to 2012, Ms. Gat was the Chief Executive Officer and General Manager of Raysat

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Antenna Systems, a company that developed and was one of the leading companies in Communication-On-The-Move antennas. From 1988 to 2001, Ms. Gat was the Director of Production & Logistics at Gilat Satellite Networks. Ms. Gat holds a practical electronic engineering degree from Onim, a branch of the Technical School of the Air Force in Israel. Ms. Gat is the widow of our recently departed co-founder and Chief Executive Officer, Mr. Yoel Gat

Doron Rainish is our Chief Technology Officer and a Director of SatixFy, positions he has held since co-founding SatixFy in 2012. Mr. Rainish has over 40 years of experience in algorithm research and management of large teams of researchers in the field of advanced wireless communications. Mr. Rainish is an expert in information theory and digital signal processing and has over 30 patents issued and many publications on the field of digital communications. Prior to SatixFy, from 2006 to 2011, Mr. Rainish served as the Communication Director for RaySat Broadcasting Corporation, and served as a research group leader for Intel Cellular Communication from 1999 to 2006. Mr. Rainish holds a M.Sc. in Electrical Engineering from Tel Aviv University and a B.Sc. in Electrical Engineering from the Technion, Israel Institute of Technology.

Charles A. Bloomfield is our Chief Executive Officer of SatixFy Space Systems UK Ltd., a subsidiary of SatixFy, a position he has held since August 2020. Prior to SatixFy, Mr. Bloomfield was the Head of Communications Products (Telecom Satellites) of Airbus Defence and Space Limited from 2015 to 2020, where he was responsible for strategic planning concerning spacecraft advanced payloads, products and equipment, including system architecture, design, assembly, test and validation. From 2012 to 2015, Mr. Bloomfield served as the Head of Communications (Payload Electronics UK) of Airbus Defence and Space Limited. Prior to 2012, Mr. Bloomfield held various product and operation management roles at Astrium, an aerospace manufacturer and subsidiary of the European Aeronautic Defence and Space Company. Mr. Bloomfield holds a HND in Mechanical and Manufacturing Systems and a Bachelors of Engineering in Manufacturing, Systems Engineering from Plymouth University, England.

Divaydeep Sikri is a Vice President and the Chief Engineer of SatixFy, positions he has held since joining SatixFy in August 2016. In this role, Mr. Sikri leads SatixFy’s R&D for Antenna technology, including Digital Beamforming Chip Architecture, RFIC Chip development, and Antenna system designs and software. Prior to SatixFy, Mr. Sikry held various Staff Systems Engineer roles with Qualcomm between 2004 and 2016, where he led various aspects of Qualcomm’s 2G/2.5G/3G/4G modem technology development. Mr. Sikry holds a M.S. in Electrical and Electronics Engineering from the New Jersey Institute of Technology and a Bachelors in Engineering from the Netaji Subhas Institute of Technology.

Stephane Zohar is our Vice President of VLSI, a position he has held since February 2019. Mr. Zohar has over 25 years of research and development experience in executive and VLSI expert roles. Prior to joining SatixFy, from 2011 to 2019, Mr. Zohar served as a Director of VLSI at Multiphy, a complex signal processing and mixed signal VLSI solution company. Prior to this, from 2005 to 2011, Mr. Zohar served as a Director of VLSI at Ethernity Networks, a leading provider of networking and security software solutions on Field Programmable Gate Arrays (FPGAs) company, and from 1997 to 2005 he was the VLSI Manager at Metalink, a silicon solutions for wireless and wireline broadband communications company. Mr. Zohar holds a B.Sc. in Computer Engineering from the Technion, Israel Institute of Technology with specialization in digital communication, signal processing and VLSI.

Directors

Mary P. Cotton has served as a member of our board of directors since 2014 and is expected to serve as a director of SatixFy upon the completion of the Business Combination. Ms. Cotton currently serves as a Senior Advisor at ST Engineering iDirect, where she previously served as CEO from 2007 to 2017 and as a director from 2007 to 2018. Ms. Cotton previously served on the board of Seachange International from 2004 to 2019 and as the chair of Seachange’s audit and compensation and governance committees. Ms. Cotton holds a B.Sc. in accounting from Boston College.

Yair Shamir has served as a member of our board of directors from 2007 to 2013 and since October 2018, and is expected to serve as a director of SatixFy upon completion of the Business Combination. Mr. Shamir co-founded Catalyst Investments L.P. in 1993 and served as a Managing Partner from 1993 to 2013 and has served in this role since 2015. Mr. Shamir was elected as a member of the Israeli Parliament (Knesset) and served as Minister of Agriculture of the State of Israel from 2013 to 2015. Mr. Shamir served as the

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Chairman of the Board of the N.T.A. Metropolitan Mass Transit System from 2017 to August 2018 and as the Chairman of the Israeli Road Safety Authorities from September 2018 until November 2020. Mr. Shamir served as the Chairman of Israel’s National Roads Company from 2011 to 2012 and Chairman of Israel Aerospace Industries Ltd. from 2005 until 2011. Mr. Shamir also served as the Chairman and Chief Executive Officer of VCON Telecommunications Ltd. from 1997 to 2010 and Chairman of El Al (Israeli Airlines), where he led El Al’s privatization from 2004 to 2005. Mr. Shamir holds a B.Sc. in Electronics Engineering from the Technion, Israel Institute of Technology.

Lord David L. Willetts has served as a member of our board of directors since 2020 and is expected to serve as a director of SatixFy upon the completion of the Business Combination. The Rt. Hon. Lord Willetts served as a British Member of Parliament from 1992-2015 and is now a member of the House of Lords. Lord Willetts served as Minister for Universities and Science in the British Government from 2010-2014 and oversaw Space policy issues. Served as Adviser to Dresdner Kleinwort Bank 1997-2008. Lord Willetts has served on the boards of several public companies, including Surrey Satellites Technology Ltd., a subsidiary of Airbus PLC (since 2015), Biotech Growth Trust PLC (since 2015), Verditek Ltd, a solar cell company (since 2018), Tekcapital PLC (since 2020), and Darktrace PLC (since its initial public offering in 2021). Lord Willetts holds a first class honors degree in politics, philosophy and economics from Christ Church, Oxford, a constituent college of the University of Oxford, and is a visiting Professor at King’s College, London.

Richard C. Davis has been the Chief Executive Officer and a director of Endurance since April 2021 and is expected to serve as a director of SatixFy upon the completion of the Business Combination. Mr. Davis is a highly experienced executive with over 25 years of experience in corporate finance, private equity and the space industry. Since March 2021, he has served as a Managing Director of ADP. He is also a founder and Managing Member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that was founded in 2009. As part of his duties with ArgoSat, Mr. Davis sits on the boards of Sky and Space Corporation and EarthDaily Analytics Corp. Mr. Davis was formerly an instructor pilot in the United States Air Force. He received his B.S. in Astrophysics (cum laude) from the University of Minnesota, and his MBA from the University of Virginia.

Moshe Eisenberg is expected to serve as a director of SatixFy upon completion of the Business Combination. Mr. Eisenberg currently serves as the Chief Financial Officer of Camtek Ltd., a position he has held since 2011. Prior to Camtek, Mr. Eisenberg served as the Chief Financial Officer of Exlibris, a global provider of library automation solution for the academic market, from 2010 to 2011, and as the Chief Financial Officer of Scopus Video Networks Ltd., a leading provider of digital compression, decoding & video processing equipment, from 2005 to 2009. Mr. Eisenberg holds an MBA from Tel Aviv University and a B.Sc. in Agricultural Economics from the Hebrew University of Jerusalem.

Yoram Stettiner is expected to serve as a director of SatixFy upon completion of the Business Combination. Dr. Stettiner currently serves as the Chief Scientist Officer at Arbe Robotics, Ltd., a position he has held since 2016. Dr. Stettiner is a Signal Processing Ph.D. with 35 years of R&D experience. Dr. Stettiner specializes in RTLS Radio Location and Tracking Systems, Array Processing, Sensor Fusion, Speech Signal Processing and VoIP. Dr. Stettiner has held various leadership positions at eight startups from foundation or early stage, with five of them having gone public or acquired. Dr. Stettiner holds a B.Sc. in Electrical Engineering, a M.Sc. and Ph.D. in Speech Signal Processing all from the Tel Aviv University.

CEO Succession

Mr. Yoav Leibovitch was appointed interim CEO following the passing of our co-founder and CEO, Mr. Yoel Gat, in April 2022. Effective June 26, 2022, Mr. David Ripstein assumed the role of CEO.

Arrangements for Election of Directors and Members of Management

Following the Business Combination, there will be no arrangements or understandings with major shareholders or others pursuant to which any of our executive officers or directors are selected.

Corporate Governance Practices

A majority of our board of directors will be composed of directors who are “independent” as defined by the rules of the NYSE, although we may decide to rely on the foreign private issuer exemption from this

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requirement in the future. The board of directors is expected to establish categorical standards to assist it in making its determination of director independence.

The board of directors will assess on a regular basis the independence of directors and will make a determination as to which members are independent. References to “SatixFy” above include any subsidiary in a consolidated group with SatixFy. The term “executive officer” above are expected to have the same meanings specified for such terms in the NYSE listing standards.

As a foreign private issuer whose shares will be listed on the NYSE, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the rules of the NYSE. We are permitted to comply with Israeli corporate governance practices instead of the NYSE corporate governance rules (although we intend to comply with many of these rules), provided that we disclose which NYSE requirements we are not following and the equivalent Israeli requirements. Pursuant to this “home country practice exemption,” we intend to:

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not create a nominating and governance committee (and the power to nominate directors will not be limited exclusively to independent directors);

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not implement and publish corporate governance guidelines;

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not have an lead independent or non-management director that presides over regularly scheduled meetings of the Board without the participation of management;

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have a compensation committee that complies with Israeli law and may not comply with all of the NYSE requirements applicable to U.S. domestic public companies, including the requirement that the compensation committee must conduct an independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the compensation committee;

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adopt and approve material changes to equity incentive plans in accordance with the Israeli Companies Law, which does not impose a requirement of shareholder approval for such actions, instead of the NYSE corporate governance rule, which requires shareholder approval prior to an issuance of securities in connection with equity-based compensation of officers, directors, employees, or consultants; and

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follow Israeli corporate governance practice in respect of private placements instead of the NYSE corporate governance requirements to obtain shareholder approval for certain dilutive events, such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater equity interest in us and certain acquisitions of the stock or assets of another company.

Following the Business Combination, under the Israeli Companies Law we will be permitted to create and issue shares having rights different from those attached to the SatixFy Ordinary Shares. For a discussion of such different rights, see “Description of SatixFy Ordinary Shares — Anti-takeover Provisions.” SatixFy may rely on additional foreign private issuer exemptions with respect to some or all of the other corporate governance rules.

External Directors

Under the Israeli Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on the NYSE are required to appoint at least two external directors.

Pursuant to the regulations promulgated under the Israeli Companies Law, companies whose shares are traded on specified U.S. stock exchanges, including the NYSE, which do not have a controlling shareholder (as such term is defined in the Israeli Companies Law) and which comply with the independent director requirements and the audit committee and compensation committee composition requirements of U.S. law and the U.S. stock exchange applicable to domestic issuers, may (but are not required to) elect to opt out of the requirement to maintain external directors and opt out of the composition requirements under the Israeli Companies Law with respect to the audit and compensation committees. We currently do not qualify for such exemption.

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The appointment of initial external directors must be made by a general meeting of our shareholders no later than three months following the closing of this offering, and therefore we intend to hold a meeting of shareholders within three months of the closing of this offering for the appointment of two external directors.

The provisions of the Israeli Companies Law set forth special approval requirements for the election of external directors. External directors must be elected by a majority vote of the shares present and voting at a meeting of shareholders, provided that either:

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such majority includes at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in the election of the external director (other than a personal interest not deriving from a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions, to which we refer as a disinterested majority; or

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the total number of shares voted by non-controlling shareholders and by shareholders who do not have a personal interest in the election of the external director against the election of the external director does not exceed 2% of the aggregate voting rights in the company.

The term “controlling shareholder” as used in the Israeli Companies Law for purposes of all matters related to external directors and for certain other purposes (such as the requirements related to appointment to the audit committee or compensation committee, as described below), means a shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint a majority of the directors of the company or its general manager. With respect to certain matters (various related party transactions), a controlling shareholder is deemed to include a shareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company, but excludes a shareholder whose power derives solely from his or her position as a director of the company or from any other position with the company. For the purpose of determining the holding percentage stated above, two or more shareholders who have a personal interest in a transaction that is brought for the company’s approval are deemed as joint holders.

The initial term of an external director is three years. Thereafter, an external director may be re-elected, subject to certain circumstances and conditions, by shareholders to serve in that capacity for up to two additional three-year terms, provided that either:

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his or her service for each such additional term is recommended by one or more shareholders holding at least 1% of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such re-election exceeds 2% of the aggregate voting rights in the company, subject to additional restrictions set forth in the Israeli Companies Law with respect to affiliations of external director nominees;

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the external director proposed his or her own nomination, and such nomination was approved in accordance with the requirements described in the paragraph above; or

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his or her service for each such additional term is recommended by the board of directors and is approved at a meeting of shareholders by the same majority required for the initial election of an external director (as described above).

The term of office for external directors for Israeli companies traded on certain foreign stock exchanges, including the NYSE, may be extended indefinitely in increments of additional three-year terms, in each case provided that the audit committee and the board of directors of the company confirm that, in light of the external director’s expertise and special contribution to the work of the board of directors and its committees, the re-election for such additional period(s) is beneficial to the company, and provided that the external director is re-elected subject to the same shareholder vote requirements (as described above regarding the re-election of external directors). Prior to the approval of the re-election of the external director at a general meeting of shareholders, the company’s shareholders must be informed of the term previously served by him or her and of the reasons why the board of directors and audit committee recommended the extension of his or her term.

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External directors may be removed from office by a special general meeting of shareholders called by the board of directors, which approves such dismissal by the same shareholder vote percentage required for their election or by a court, in each case, only under limited circumstances, including ceasing to meet the statutory qualifications for appointment or violating their duty of loyalty to the company. An external director may also be removed by order of an Israeli court if, following a request made by a director or shareholder of the company, the court finds that such external director has ceased to meet the statutory qualifications for his or her appointment as stipulated in the Israeli Companies Law or has violated his or her duty of loyalty to the company.

If an external directorship becomes vacant and there are fewer than two external directors on the board of directors at the time, then the board of directors is required under the Israeli Companies Law to call a meeting of the shareholders as soon as practicable to appoint a replacement external director. Each committee of the board of directors that exercises the powers of the board of directors must include at least one external director, except that the audit committee and the compensation committee must include all external directors then serving on the board of directors and an external director must serve as chair thereof. Under the Israeli Companies Law, external directors of a company are prohibited from receiving, directly or indirectly, any compensation from the company other than for their services as external directors pursuant to the Israeli Companies Law and the regulations promulgated thereunder. Compensation of an external director is determined prior to his or her appointment and may not be changed during his or her term subject to certain exceptions.

The Israeli Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of a controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had during the two years preceding the date of appointment as an external director: (a) any affiliation or other disqualifying relationship with the company, with any person or entity controlling the company or a relative of such person, or with any entity controlled by or under common control with the company; or (b) in the case of a company with no controlling shareholder or any shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director any affiliation or other disqualifying relationship with a person then serving as chair of the board or chief executive officer, a holder of 5% or more of the issued share capital or voting power in the company or the most senior financial officer.

The term “relative” is defined in the Israeli Companies Law as a spouse, sibling, parent, grandparent or descendant, a spouse’s sibling, parent or descendant and the spouse of each of the foregoing persons. Under the Israeli Companies Law, the term “affiliation” and the similar types of disqualifying relationships include (subject to certain exceptions):

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an employment relationship;

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a business or professional relationship even if not maintained on a regular basis (excluding insignificant relationships);

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control; and

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service as an office holder, excluding service as a director in a private company prior to the initial public offering of its shares if such director was appointed as a director of the private company in order to serve as an external director following the initial public offering.

The term “office holder” is defined in the Israeli Companies Law as a general manager (i.e., chief executive officer), chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of that person’s title, a director and any other manager directly subordinate to the general manager.

In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority, or ISA, or an Israeli stock exchange. A person may also not continue to serve as an external director if he or she received direct or indirect compensation from the company including amounts paid pursuant to indemnification or exculpation contracts or commitments and insurance

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coverage for his or her service as an external director, other than as permitted by the Israeli Companies Law and the regulations promulgated thereunder.

Following the termination of an external director’s service on a board of directors, such former external director and his or her spouse and children may not be provided a direct or indirect benefit by the company, its controlling shareholder or any entity under its controlling shareholder’s control. This includes engagement as an office holder of the company or a company controlled by its controlling shareholder or employment by, or provision of services to, any such company for consideration, either directly or indirectly, including through a corporation controlled by the former external director. This restriction extends for a period of two years with regard to the former external director and his or her spouse or child and for one year with respect to other relatives of the former external director.

If at the time at which an external director is appointed all members of the board of directors who are not controlling shareholders or relatives of controlling shareholders of the company are of the same gender, the external director to be appointed must be of the other gender. A director of one company may not be appointed as an external director of another company if a director of the other company is acting as an external director of the first company at such time.

According to the Israeli Companies Law and regulations promulgated thereunder, a person may be appointed as an external director only if he or she has professional qualifications or if he or she has accounting and financial expertise (each, as defined below); provided that at least one of the external directors must be determined by our board of directors to have accounting and financial expertise. However, if at least one of our other directors (i) meets the independence requirements under the Exchange Act, (ii) meets the independence requirements of the NYSE rules for membership on the audit committee and (iii) has accounting and financial expertise as defined under the Israeli Companies Law, then neither of our external directors is required to possess accounting and financial expertise as long as each possesses the requisite professional qualifications.

A director with accounting and financial expertise is a director who, due to his or her education, experience and skills, possesses an expertise in, and an understanding of, financial and accounting matters and financial statements, such that he or she is able to understand the financial statements of the company and initiate a discussion about the presentation of financial data. A director is deemed to have professional qualifications if he or she has any of the following: (i) an academic degree in economics, business management, accounting, law or public administration, (ii) an academic degree or has completed another form of higher education in the primary field of business of the company or in a field which is relevant to his or her position in the company or (iii) at least five years of experience serving in one of the following capacities or at least five years of cumulative experience serving in two or more of the following capacities: (a) a senior business management position in a company with a significant volume of business, (b) a senior position in the company’s primary field of business or (c) a senior position in public administration or service. The board of directors is charged with determining whether a director possesses financial and accounting expertise or professional qualifications.

Mr. Moshe Eisenberg and Mr. Yoram Stettiner are expected to serve as SatixFy’s external directors upon the consummation of the Business Combination.

Chairman of the Board

The A&R Articles of Association to be effective upon the Closing provide that the chairman of the board is appointed by the members of the board of directors and serves as chairman of the board throughout his term as a director, unless resolved otherwise by the board of directors. Under the Israeli Companies Law, the chief executive officer (or any relative of the chief executive officer) may not serve as the chairman of the board of directors, and the chairman (or any relative of the chairman) may not be vested with authorities of the chief executive officer without shareholder approval consisting of a majority vote of the shares present and voting at a shareholders meeting, provided that either:

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at least a majority of the shares of non-controlling shareholders or shareholders that do not have a personal interest in the approval voted at the meeting are voted in favor (disregarding abstentions); or

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the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment voting against such appointment does not exceed 2% of the aggregate voting rights in the company.

In addition, a person subordinated, directly or indirectly, to the chief executive officer may not serve as the chairman of the board of directors; the chairman of the board may not be vested with authorities that are granted to those subordinated to the chief executive officer; and the chairman of the board may not serve in any other position in the company or a controlled company, but he may serve as a director or chairman of a subsidiary.

Committees of the Board of Directors

The board of directors will have the following standing committees: an audit committee and a compensation committee.

Audit Committee

Israeli Companies Law Requirements

Under the Israeli Companies Law, the board of directors of a public company must appoint an audit committee (the “Audit Committee”). The audit committee must be comprised of at least three directors, including all of the external directors, one of whom must serve as chair of the committee. The audit committee may not include the (i) chair of the board; (ii) a controlling shareholder of the company; (iii) a relative of a controlling shareholder; (iv) a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder; or (v) a director who derives most of his or her income from a controlling shareholder. In addition, under the Israeli Companies Law, the audit committee of a publicly traded company must consist of a majority of unaffiliated directors. In general, an “unaffiliated director” under the Israeli Companies Law is defined as either an external director or as a director who meets the following criteria:

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he or she meets the qualifications for being appointed as an external director, except for the requirement (i) that the director be an Israeli resident (which does not apply to companies such as ours whose securities have been offered outside of Israel or are listed for trading outside of Israel) and (ii) for accounting and financial expertise or professional qualifications; and

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he or she has not served as a director of the company for a period exceeding nine consecutive years. For this purpose, a break of less than two years in his or her service as a director shall not be deemed to interrupt the continuity of the service.

A majority of our audit committee (each, as identified in the second paragraph under “— Listing Requirements” below) will be external directors under the Israeli Companies Law, thereby fulfilling the foregoing Israeli law requirement for the composition of the audit committee.

Listing Requirements

Under the corporate governance rules of the NYSE, listed companies are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise.

The members of the Audit Committee are expected to be our two external directors, Messrs. Moshe Eisenberg and Yoram Stettiner, and Ms. Mary P. Cotton. We expect to designate Mr. Moshe Eisenberg and Ms. Mary P. Cotton as “audit committee financial experts” as defined by the SEC and each member of the Audit Committee is “financially literate” under the NYSE rules. The board of directors is also expected to determine that each member of the Audit Committee is “independent” as defined under the NYSE rules and Exchange Act rules and regulations.

Audit Committee Role

Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee, which are consistent with the Israeli Companies Law, the SEC rules, and the corporate governance rules of the NYSE. These responsibilities include:

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retaining and terminating our independent auditors, subject to ratification by the board of directors and by the shareholders;

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pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

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overseeing the accounting and financial reporting processes of our company;

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managing audits of our financial statements;

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preparing all reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;

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reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication, filing, or submission to the SEC;

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recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Israeli Companies Law as well as approving the yearly or periodic work plan proposed by the internal auditor;

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reviewing with counsel, as deemed necessary, legal and regulatory matters that may have a material impact on the financial statements;

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identifying irregularities in our business administration, including by consulting with the internal auditor (if any) or with the independent auditor, and suggesting corrective measures to the board of directors;

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reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between the company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Israeli Companies Law; and

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establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees.

Additionally, under the Israeli Companies Law, the role of the audit committee includes the identification of irregularities in our business management, among other things, by consulting with the internal auditor or our independent auditors and suggesting an appropriate course of action to the board of directors. The audit committee is required to assess the company’s internal audit system and the performance of its internal auditor. The Israeli Companies Law also requires that the audit committee assess the scope of the work and compensation of the company’s external auditor. In addition, the audit committee is required to determine whether certain related party actions and transactions are “material” or “extraordinary” for the purpose of the requisite approval procedures under the Israeli Companies Law and whether certain transactions with a controlling shareholder will be subject to a competitive procedure.

Compensation Committee

Israeli Companies Law Requirements

Under the Israeli Companies Law, the board of directors of a public company must appoint a compensation committee (the “Compensation Committee”). The compensation committee generally must be comprised of at least three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee. The chair of the compensation committee must be an external director. Each compensation committee member who is not an external director must be a director whose compensation does not exceed an amount that may be paid to an external director. The compensation committee is subject to the same Israeli Companies Law restrictions as the audit committee as to who may not be a member of the compensation committee. Each member of our compensation committee (each, as identified in the second paragraph under “— Listing Requirements” below) fulfils the foregoing Israeli law requirements related to the composition of the compensation committee.

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Listing Requirements

Under the corporate governance rules of the NYSE, listed companies are required to maintain a compensation committee consisting of at least two independent directors.

The members of the Compensation Committee are expected to be our two external directors, Messrs. Moshe Eisenberg and Yoram Stettiner, and Ms. Mary P. Cotton. The board of directors is expected to determine that each member of the Compensation Committee is “independent” as defined under the NYSE listing standards, taking into consideration the additional independence criteria applicable to the members of a compensation committee. The Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers.

Compensation Committee Role

In accordance with the Israeli Companies Law, the responsibilities of the compensation committee are, among others, as follows:

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recommending to the board of directors with respect to the approval of the compensation policy for “office holders” ​(a term used under the Israeli Companies Law, which essentially means directors and executive officers) and, once every three years, regarding any extensions to a compensation policy that has been in effect for a period of more than three years;

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reviewing the implementation of the compensation policy and periodically recommending to the board of directors with respect to any amendments or updates of the compensation plan;

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resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

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exempting, under certain circumstances, from the requirement of approval by the general meeting of shareholders, transactions with a candidate to serve as the chief executive officer of SatixFy.

Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee, which include among others:

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recommending to our board for its approval a compensation policy in accordance with the requirements of the Israeli Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Israeli Companies Law;

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reviewing and approving the granting of options and other incentive awards to our Chief Executive Officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, including evaluating their performance in light of such goals and objectives;

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approving and exempting certain transactions regarding office holders’ compensation pursuant to the Israeli Companies Law; and

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administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards.

Compensation Policy under the Israeli Companies Law

In general, under the Israeli Companies Law, a public company must have a compensation policy approved by the board of directors after receiving and considering the recommendations of the compensation committee. In addition, a compensation policy must be approved at least once every three years, first, by the issuer’s board of directors, upon recommendation of its compensation committee, and second, by a simple majority of the ordinary shares present, in person or by proxy, and voting at a general shareholders meeting, provided that either:

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such majority includes at least a majority of the shares held by shareholders who are not controlling shareholders and do not have a personal interest in such compensation policy and who are present and voting (excluding abstentions); or

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the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the compensation policy and who vote against the policy, does not exceed 2% of the company’s aggregate voting rights.

In the event that the shareholders fail to approve the compensation policy in a duly convened meeting, the board of directors may nevertheless override that decision, provided that the compensation committee and then the board of directors decide, on the basis of detailed reasons and after further review of the compensation policy, that approval of the compensation policy is for the benefit of the company despite the failure of the shareholders to approve the policy.

If a company that adopts a compensation policy in advance of its initial public offering (or in this case, prior to the closing of the Business Combination) describes the policy in its prospectus for such offering, then that compensation policy shall be deemed validly adopted in accordance with the Israeli Companies Law and will remain in effect for term of five years from the date such company becomes a public company.

The compensation policy must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance, indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy must relate to certain factors as set forth in the Israeli Companies Law, including advancement of the company’s objectives, business plan and long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, the company’s risk management, size and the nature of its operations. The compensation policy must furthermore consider the following additional factors:

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the education, skills, experience, expertise and accomplishments of the relevant office holder;

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the office holder’s position, responsibilities and prior compensation agreements with him or her;

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the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost, the average and median salary of the employees of the company, as well as the impact of such disparities on the work relationships in the company;

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if the terms of employment include variable components — the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

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if the terms of employment include severance compensation — the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits and the circumstances under which he or she is leaving the company.

The compensation policy must also include, among other things:

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with regard to variable components of compensation:

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with the exception of office holders who report directly to the chief executive officer, provisions determining the variable components on the basis of long-term performance and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three monthly salaries per annum, while taking into account such office holder’s contribution to the company; and

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the ratio between variable and fixed components, as well as the limit on the values of variable components at the time of their grant.

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a condition under which the office holder will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if

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such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements;

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the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and

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a limit on retirement grants.

Our compensation policy, which will become effective immediately after the consummation of the Business Combination, is designed to promote retention and motivation of directors and executive officers, incentivize superior individual excellence, align the interests of our directors and executive officers with our long-term performance and provide a risk management tool. To that end, a portion of an executive officer compensation package is targeted to reflect our short and long-term goals, as well as the executive officer’s individual performance. On the other hand, its compensation policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer and minimum vesting periods for equity-based compensation.

The compensation policy also addresses our executive officers’ individual characteristics (such as their respective positions, education, scope of responsibilities and contribution to the attainment of its goals) as the basis for compensation variation among its executive officers and considers the internal ratios between compensation of its executive officers and directors and other employees. Pursuant to our compensation policy, the compensation that may be granted to an executive officer may include: base salary, annual bonuses and other cash bonuses (such as a signing bonus and special bonuses with respect to any special achievements, such as outstanding personal achievement, outstanding personal effort or outstanding company performance), equity-based compensation, benefits and retirement and termination of service arrangements. All cash bonuses are limited to a maximum amount linked to the executive officer’s base salary. In addition, the total variable compensation components (cash bonuses and equity-based compensation) may not exceed    % of each executive officer’s total compensation package with respect to any given calendar year.

An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets. The annual cash bonus that may be granted to our executive officers other than its chief executive officer will be based on performance objectives and a discretionary evaluation of the executive officer’s overall performance by the chief executive officer. The annual cash bonus that may be granted to executive officers other than our chief executive officer may be based entirely on a discretionary evaluation. Furthermore, our chief executive officer will be entitled to recommend performance objectives, and such performance objectives will be approved by the Compensation Committee (and, if required by law, by our board of directors).

The performance measurable objectives of our chief executive officer will be determined by our Compensation Committee and board of directors. A non-material portion of the chief executive officer’s annual cash bonus may be based on a discretionary evaluation of the chief executive officer’s overall performance by the Compensation Committee and the board of directors based on quantitative and qualitative criteria.

The equity-based compensation under the compensation policy for our executive officers is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus. Primary objectives include enhancing the alignment between the executive officers’ interests and our long-term interests and those of its shareholders and strengthening the retention and the motivation of executive officers in the long term. our compensation policy provides for executive officer compensation in the form of share options or other equity-based awards, such as restricted shares and restricted share units, in accordance with its share incentive plan then in place. All equity-based incentives granted to executive officers shall be subject to vesting periods in order to promote long-term retention of the awarded executive officers. Equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role and the personal responsibilities of the executive officer.

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In addition, the compensation policy contains compensation recovery provisions which allows us under certain conditions to recover bonuses paid in excess, enables its chief executive officer to approve immaterial changes in the terms of employment of an executive officer (provided that the changes of the terms of employment are in accordance our compensation policy) and allows us to exculpate, indemnify and insure its executive officers and directors to the maximum extent permitted by Israeli law, subject to certain limitations as set forth therein.

The compensation policy also provides for compensation to the members of our board of directors either (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded on Stock Exchanges Outside of Israel) of 2000, as such regulations may be amended from time to time, or (ii) in accordance with the amounts determined in the compensation policy.

Our compensation policy, which was approved by its board of directors and shareholders on        , 2022, will become effective upon the closing of the Business Combination and is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

Compensation of Directors and Executive Officers

Directors

Under the Israeli Companies Law, the compensation of a public company’s directors requires the approval of (i) its compensation committee, (ii) its board of directors and, unless exempted under regulations promulgated under the Israeli Companies Law, (iii) the approval of its shareholders at a general meeting. In addition, if the compensation of a public company’s directors is inconsistent with the company’s compensation policy, then those inconsistent provisions must be separately considered by the compensation committee and board of directors, and approved by the shareholders by a special vote in one of the following two ways:

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at least a majority of the shares of non-controlling shareholders or shareholders that do not have a personal interest in the approval voted at the meeting are voted in favor (disregarding abstentions); or

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the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment voting against the inconsistent provisions of the compensation package does not exceed 2% of the aggregate voting rights in the company.

Executive Officers other than the Chief Executive Officer

The Israeli Companies Law requires the compensation of a public company’s office holders (other than the chief executive officer) be approved in the following order: (i) the compensation committee, (ii) the company’s board of directors, and (iii) if such compensation arrangement is inconsistent with the company’s stated compensation policy, the company’s shareholders (by a special vote as discussed above with respect to the approval of the compensation that is inconsistent with the compensation policy).

However, there are exceptions to the foregoing approval requirements with respect to non-director office holders. If the shareholders of the company do not approve the compensation of a non-director office holder, the compensation committee and board of directors may in special circumstances override the shareholders’ disapproval for such non-director office holder provided that the compensation committee and the board of directors each document the basis for their decision to override the disapproval of the shareholders and approve the compensation.

An amendment to an existing compensation arrangement with a non-director office holder requires only the approval of the compensation committee, if the compensation committee determines that the amendment is immaterial. However, if the non-director office holder is subordinate to the chief executive officer, an amendment to an existing compensation arrangement shall not require the approval of the compensation committee if (i) the amendment is approved by the chief executive officer, (ii) the company’s compensation policy allows for such immaterial amendments to be approved by the chief executive officer and (iii) the engagement terms are consistent with the company’s compensation policy.

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Chief Executive Officer

Under the Israeli Companies Law, the compensation of a public company’s chief executive officer is required to be approved by: (i) the company’s compensation committee, (ii) the company’s board of directors and (iii) the company’s shareholders (by a special vote as discussed above with respect to the approval of director compensation that is inconsistent with the compensation policy). However, if the shareholders of the company do not approve the compensation arrangement with the chief executive officer, the compensation committee and board of directors may in special circumstances override the shareholders’ decision provided that they each document the basis for their decision and the compensation is in accordance with the company’s compensation policy.

In the case of a new chief executive officer, the compensation committee may waive the shareholder approval requirement with regard to the compensation of a candidate for the chief executive officer position if the compensation committee determines that: (i) the compensation arrangement is consistent with the company’s compensation policy, (ii) the chief executive officer candidate did not have a prior business relationship with the company or a controlling shareholder of the company and (iii) subjecting the approval of the engagement to a shareholder vote would impede the company’s ability to employ the chief executive officer candidate. However, if the chief executive officer candidate will serve as a member of the board of directors, such candidate’s compensation terms as chief executive officer must be approved in accordance with the rules applicable to approval of compensation of directors.

Aggregate Compensation of Directors and Executive Officers

The aggregate compensation (not including bonuses or share-based compensation) paid by us and our subsidiaries to our executive officers and directors as a group for the year ended December 31, 2021 was approximately $3.0 million. This amount includes $2.0 million of amounts set aside or accrued to provide pension, severance, retirement or similar benefits, but does not include business travel, relocation, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in Israel. This amount excludes bonuses earned with respect to 2021, which have not yet been determined, and share-based compensation, which we are not yet able to calculate without unreasonable effort.

As of December 31, 2021, options to purchase 4,385,731 of our ordinary shares (or 4,605,018 ordinary shares after giving effect to the Pre-Closing Recapitalization at the currently anticipated split ratio, which is subject to change) granted to our executive officers and directors as a group were outstanding under our equity incentive plans at a weighted average exercise price of $2.40 per ordinary share (or $2.50 per ordinary share after giving effect to the Pre-Closing Recapitalization at the currently anticipated split ratio, which is subject to change).

Code of Ethics

Upon consummation of the Business Combination, we will adopt a code of ethics applicable to the board of directors and all employees, which covers a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as insider trading and equal opportunity and non-discrimination standards.

Equity Incentive Plans

2020 Share Award Plan

On May 12, 2020, we adopted our 2020 Share Award Plan and the EMI options Addendum to the 2020 Share Award Plan, and on September 30, 2020, we adopted the U.S. Addendum to the 2020 Share Award Plan (together the “Plans”). The purpose of the 2020 Share Award Plan is to advance our and our shareholders’ interests by attracting and retaining the best available personnel for positions of substantial responsibility and provide additional incentive to our officers, directors, employees and other key persons, upon whose judgment, initiative and efforts we depend for the successful conduct of our business, to acquire a proprietary interest in the Company and/or its Affiliates. Under the 2020 Share Award Plan, select

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eligible participants have been granted stock options. The 2020 Share Award Plan is administered by our board of directors or, at the discretion of our board, a committee of directors.

Authorized Shares.   The 2020 Share Award Plan provides for the grant of options and/or shares, including restricted shares, and/or restricted share units and/or stock appreciation rights and/or performance units, performance shares and other stock or cash awards to employees, officers, directors, advisors and consultants of SatixFy and its subsidiaries. As of the date of this proxy statement/prospectus, we had 7,890,832 SatixFy Ordinary Shares reserved for issuance under the 2020 Share Award Plan, of which 3,394,209 stock options to purchase SatixFy Ordinary Shares remain outstanding. The maximum number of shares which may be received under the 2020 Share Award Plan is determined by the board of directors from time to time, subject to the maximum authorized number of shares we may issue under the A&R Articles of Association.

Administration.   SatixFy’s board of directors, or a committee of SatixFy’s board of directors, appointed by the board, administers the Plans. Under the Plans, the administrator has the authority, subject to applicable law and subject to terms and conditions included in the Plans, to construe and interpret the terms of the Plans and any award granted pursuant to the Plans, to designate recipients of option grants, to determine the fair market value of a SatixFy Ordinary Share, to determine and amend the terms of awards, including the exercise price of options, to accelerate the vesting periods of the awards granted under the Plans, the time and vesting schedule applicable to an option grant or the method of payment for an award and make all other determinations necessary for the administration of the Plans.The administrator also has the authority to amend and rescind rules and regulations relating to the Plans or terminate the Plans at any time before their expiration.

Eligibility.   The Plans provide for granting awards under various tax regimes, including in compliance with Section 102 (“Section 102”) of the Israeli Income Tax Ordinance (New Version), 5721-1961, or the “Ordinance”, and Section 3(i) of the Ordinance, and for awards granted to our United States employees or service providers, including those who are deemed to be residents of the United States for tax purposes, Section 422 of the Code and Section 409A of the Code.

Section 102 allows employees, directors and officers who are not controlling shareholders and are considered Israeli residents to receive favorable tax treatment for compensation in the form of shares or options under certain terms and conditions. Our non-employee consultants and/or controlling shareholders who are considered Israeli residents may only be granted options under section 3(i) of the Ordinance, which does not provide for similar tax benefits. Section 102 includes two alternatives for tax treatment involving the issuance of options or shares to a trustee for the benefit of the grantees and also includes an additional alternative for the issuance of options or shares directly to the grantee. Section 102(b)(2) of the Ordinance, the most favorable tax treatment for the grantee, permits the issuance to a trustee under the “capital gain track.”

Options granted under the U.S. Addendum to the 2020 Share Award Plan to our employees who are U.S. residents may qualify as “incentive stock options” within the meaning of Section 422 of the Code, or may be non-qualified stock options. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of incentive stock options granted to certain significant shareholders).

Grants.   All awards granted pursuant to the Plans are evidenced by an award agreement that sets forth the terms and conditions of the award, including the tax designation, expiration date, number of shares subject to such award, vesting schedule, exercise price, and conditions. Each award will expire ten years from the date of the grant thereof, unless such shorter term of expiration is otherwise designated by the administrator or required by applicable law.

Exercise.   An award under the Plans may be exercised by providing SatixFy with a written or electronic notice of exercise and full payment of the exercise price for such shares underlying the award, if applicable, in such form and method as may be determined by the administrator and permitted by applicable law and subject to the Plans. An award may not be exercised for a fraction of a share. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Plans, the administrator may, in its discretion, among others, accept cash or otherwise provide for net withholding of shares.

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Termination of Employment.   In the event of termination of a grantee’s employment or service with SatixFy or any of its affiliates, all vested and exercisable awards held by such grantee as of the date of termination may be exercised within three months after such date of termination, unless otherwise determined by the administrator. After such three month period, all such unexercised awards will terminate and the shares covered by such awards shall again be available for issuance under the Plans.

In the event of termination of a grantee’s employment or service with SatixFy or any of its affiliates due to such grantee’s death or total and permanent disability, all vested and exercisable awards held by such grantee as of the date of termination may be exercised by the grantee or the grantee’s legal guardian, estate, or by a person who acquired the right to exercise the award by bequest or inheritance, as applicable, within twelve months after such date of termination, unless otherwise provided by the administrator or specified in the terms and conditions included in the Plans. Any awards which are unvested as of the date of such termination or which are vested but not then exercised within the twelve months period following such date, will terminate and the shares covered by such awards shall again be available for issuance under the Plans.

Notwithstanding any of the foregoing, if a grantee’s employment or services with SatixFy or any of its affiliates is terminated for “cause” ​(as defined in the 2020 Share Award Plan), unless otherwise determined by the administrator or specified in the terms and conditions included in the Plans, all outstanding awards held by such grantee (whether vested or unvested) will terminate on the date of such termination and all shares issued upon previous exercise or vesting of awards of such grantee shall be subject to repurchase at their nominal value, for no value or for the exercise price previously received by SatixFy, as the administrator deems fit, and the shares covered by such awards shall again be available for issuance under the Plans.

Transactions.   In the event of a shares split, reverse shares split, shares dividend, recapitalization, combination or reclassification of our shares, or any other increase or decrease in the number of issued shares effected without receipt of consideration SatixFy (but not including the conversion of any convertible securities of SatixFy), the administrator in its sole discretion may, and where required by applicable law shall, without the need for a consent of any holder, make an appropriate adjustment in order to adjust (i) the number of shares reserved and available for the outstanding awards and (ii) the exercise price per share covered by any award; provided that any fractional shares resulting from such adjustment shall be rounded to the nearest whole share.

In the event of a single transaction and/or a series of transactions in connection with any of the following events: (i) the sale, transfer or other disposition of all or substantially all of the assets of SatixFy for cash, securities or any other asset, (ii) a sale (including an exchange) of all or substantially all of the shares of StixFy, (iii) a merger, acquisition, consolidation, amalgamation or like transaction of SatixFy with or into another corporation whereas SatixFy is not the surviving company, (iv) a scheme of arrangement for the purpose of effecting such sale, merger, acquisition, consolidation or amalgamation, or (v) such other transaction that is determined by the Board to be a transaction having a similar effect a merger or consolidation of SatixFy, then without the consent or action of the grantee unless otherwise determined by the administrator, any outstanding award will be assumed or substituted by such successor corporation.

In the event that the awards are not assumed or substituted (all or in part), the administrator may (a) provide the grantee with the option to exercise the award as to all or part of the shares, and may provide for an acceleration of an award, as to all or part of the shares covered by the award which would not otherwise be exercisable or vested and/or cancel all of the unvested awards and/or (b) cancel the award and pay in cash and/or shares of SatixFy to the grantees for any vested awards, as determined by the administrator as fair in the circumstances. Notwithstanding the foregoing, the administrator may upon such events amend, modify or terminate the terms of any award as it shall deem, in good faith, appropriate.

Employment and Incentive Arrangements with our Directors

Employment Agreement — Mr. David Ripstein

SatixFy Israel Ltd. entered into an agreement with Mr. David Ripstein, effective June 26, 2022, pursuant to which Mr. Ripstein agreed to provide CEO services to SatixFy Israel Ltd. and its affiliates. The Compensation to be paid to Mr. Ripstein pursuant to this agreement consists of, (i) a monthly gross

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salary of NIS 110,000 (which is equivalent to approximately $34,000 as of the date hereof), (ii) a signing bonus in the NIS equivalent amount of US$100,000, payable 6 months after the effective date of the agreement, (iii) an annual bonus opportunity of up to the NIS equivalent of US$250,000, prorated to a maximum of US$125,000 for fiscal year 2022, of which US$100,000 is guaranteed, (iv) options to purchase 800,000 ordinary shares of SatixFy at an exercise price of $2.50 per share issued pursuant to the terms of the 2020 Share Award Plan, which shall vest quarterly in equal installments over four years, provided that if a change of control (meaning a simultaneous ownership change of more than 50% of the outstanding SatixFy shares) occurs within 18 months of the effective date of the agreement (the “Cliff Period”), 200,000 of such options shall atomically vest, and if a change of control occurs after the Cliff Period, 100% of such options shall automatically vest, and (v) other customary executive perquisites and benefits.

Services Agreement — Ms. Simona Gat

SatixFy Israel Ltd. and Ilan Gat are parties to an additional Services Agreement, effective January 1, 2013, and amended as of June 27, 2017, September 6, 2020 and January 4, 2021, for services provided by Simona Gat. Pursuant to this agreement, Ms. Simona Gat provides presidential and management services to SatixFy Israel Ltd. and its affiliates. The compensation paid to Ilan Gat for Ms. Gat’s services consists of, (i) a monthly fee of $55,000, (ii) a yearly bonus of 0.67% out of the incremental year to year growth in equity in the consolidated financial statements of SatixFy Communications Ltd. and (iii) an annual bonus of 0.67% out of the incremental year to year growth in revenues of SatixFy Communications Ltd. The service agreement further provides for garden leave equal to (i) 3 months’ base salary upon termination due to mutual written agreement or (ii) 6 months’ base salary upon termination without cause (if such termination is approved by 76% of the board of directors). The service agreement further provides for (i) a one year non-compete with respect to any business “anywhere in the world” that competes, directly or indirectly, with SatixFy Israel Ltd. or is based on similar technology to that of SatixFy Israel Ltd., (ii) standard confidentiality provisions and (iii) duty to perfect, enforce or defend trade secrets.

Services Agreement — Mr. Yoav Leibovitch

SatixFy Israel Ltd. and RaySat Ltd. (“RaySat”), an entity organized under the laws of the State of Israel and controlled by Mr. Yoav Leibovitch, our CFO, Co-Chairman of the board of directors and one of our significant shareholders, are parties to a Services Agreement effective as of January 1, 2013 (as amended as of June 27, 2017, September 6, 2020 and January 4, 2021). Pursuant to this agreement, Mr. Yoav Leibovitch provides financial management, business development, presidential and management services to SatixFy Israel Ltd. and its affiliates. The compensation paid to RaySat for Mr. Leibovitch’s services consists of, (i) a monthly fee of 85,000, (ii) a yearly bonus of 0.67% out of the incremental year to year growth in equity in the consolidated financial statements of SatixFy Communications Ltd, effective 2021 and (iii) an annual bonus of 0.67% out of the incremental year to year growth in revenues of SatixFy Communications Ltd. Subject to the consummation of a SPAC transaction or the initial public offering of SatixFy, the foregoing percentages shall increase to 1% each. The service agreement further provides for garden leave equal to (i) 3 months’ base salary upon termination due to mutual written agreement or (ii) 6 months’ base salary plus VAT upon termination without cause (if such termination is approved by 51% of the board of directors). The service agreement provides for (i) a one year non-compete with respect to any business “anywhere in the world” that competes, directly or indirectly, with SatixFy Israel Ltd. or is based on similar technology to that of SatixFy Israel Ltd., (ii) standard confidentiality provisions and (iii) duty to perfect, enforce or defend trade secrets.

Employment Agreement – Doron Rainish.

Effective as of the incorporation of our subsidiary, SatixFy Israel Ltd, in 2012, SatixFy Israel Ltd entered into an employment agreement with Doron Rainish to serve as Chief Technology Officer, which was amended amended on December 1, 2016. The employment agreement provides for compensation equal to an annual gross amount of NIS 564,000 (which is equivalent to approximately $175,000 as of the date hereof) plus $60,000 as “13 Salary” paid in four quarterly installments of $15,000 in the NIS equivalent. The employment agreement further provides for severance equal to two months’ base salary and an additional 8.33% employer contribtion to any pension insurance. The employment agreement further provides for (i) pension insurance up to 14.33% employer contribution, depending on the type of insurance, (ii) advanced

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study fund with 7.5% employer contribution up to the limit recognized by the Income Tax Authority and (iii) employer car and mileage payments.

Services Agreement and Option Grant — Lord David Willetts.

On September 7, 2020, we entered into a Board Member Services Agreement with Lord David Willets, who serves as a director of the Company. With respect of his services as a director of the Company, Lord Willetts shall be entitled to receive annual remuneration and remuneration for participating in meetings at a fixed amount according to the applicable UK remuneration regulations. Pursuant to this agreement, Lord Willets is entitled to receive 50,000 non-tradable options exercisable into 50,000 SatixFy Ordinary Shares in accordance with the terms of the 2020 Share Award Plan.

Internal Auditor

Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor based on the recommendation of the audit committee. The role of the internal auditor is, among other things, to examine whether a company’s actions comply with applicable law and orderly business procedure. Under the Israeli Companies Law, the internal auditor cannot be an interested party or an office holder or a relative of an interested party or an office holder, nor may the internal auditor be the company’s independent auditor or its representative. An “interested party” is defined in the Israeli Companies Law as: (i) a holder of 5% or more of the issued share capital or voting power in a company, (ii) any person or entity who has the right to designate one or more directors or to designate the chief executive officer of the company, or (iii) any person who serves as a director or as a chief executive officer of the company. As of the date of this proxy statement/prospectus, SatixFy has not yet appointed an internal auditor.

Approval of Related Party Transactions under Israeli Law

Fiduciary Duties of Directors and Executive Officers

The Israeli Companies Law codifies the fiduciary duties that office holders owe to a company. An office holder is defined in the Israeli Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person’s title, a director, and any other manager directly subordinate to the general manager. Each person listed in the table under “Management Following the Business Combination —​Management and Board of Directors” is an office holder under the Israeli Companies Law.

An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of care with which a reasonable office holder in the same position would act under the same circumstances. The duty of care includes, among other things, a duty to use reasonable means, in light of the circumstances, to obtain:

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information on the business advisability of a given action brought for the office holder’s approval or performed by virtue of the office holder’s position; and

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all other important information pertaining to such action.

The duty of loyalty requires an office holder to act in good faith and in the best interests of the company, and includes, among other things, the duty to:

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refrain from any act involving a conflict of interest between the performance of the office holder’s duties in the company and the office holder’s other duties or personal affairs;

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refrain from any activity that is competitive with the business of the company;

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refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for the office holder or others; and

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disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of the office holder’s position.

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Under the Israeli Companies Law, a company may approve an act, specified above, which would otherwise constitute a breach of the office holder’s fiduciary duty, provided that the office holder acted in good faith, neither the act nor its approval harms the company, and the personal interest of the office holder is disclosed a sufficient time before the approval of such act. Any such approval is subject to the terms of the Israeli Companies Law setting forth, among other things, the appropriate bodies of the company required to provide such approval and the methods of obtaining such approval.

Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions

The Israeli Companies Law requires that an office holder promptly disclose to the board of directors any personal interest and all related material information known to such office holder concerning any existing or proposed transaction with the company. A personal interest includes an interest of any person in an act or transaction of a company, including a personal interest of one’s relative or of a corporate body in which such person or a relative of such person is a 5% or greater shareholder, director, or general manager or in which such person has the right to appoint at least one director or the general manager, but excluding a personal interest stemming solely from one’s ownership of shares in the company. A personal interest includes the personal interest of a person for whom the office holder holds a voting proxy or the personal interest of the office holder with respect to the officer holder’s vote on behalf of a person for whom he or she holds a proxy even if such shareholder has no personal interest in the matter.

If it is determined that an office holder has a personal interest in a non-extraordinary transaction (meaning any transaction that is in the ordinary course of business, on market terms or that is not likely to have a material impact on the company’s profitability, assets or liabilities), approval by the board of directors is required for the transaction unless the company’s articles of association provide for a different method of approval. Any such transaction that is adverse to the company’s interests may not be approved by the board of directors.

Approval first by the company’s audit committee and subsequently by the board of directors is required for an extraordinary transaction (meaning any transaction that is not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities) in which an office holder has a personal interest.

A director and any other office holder who has a personal interest in a transaction which is considered at a meeting of the board of directors or the audit committee may generally (unless it is with respect to a transaction which is not an extraordinary transaction) not be present at such a meeting or vote on that matter unless a majority of the directors or members of the audit committee, as applicable, have a personal interest in the matter. If a majority of the members of the audit committee or the board of directors have a personal interest in the matter, then all of the directors may participate in deliberations of the audit committee or board of directors, as applicable, with respect to such transaction and vote on the approval thereof and, in such case, shareholder approval is also required.

Certain disclosure and approval requirements apply under Israeli law to certain transactions with controlling shareholders, certain transactions in which a controlling shareholder has a personal interest, and certain arrangements regarding the terms of service or employment of a controlling shareholder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder.

For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see “Management Following the Business Combination — Compensation of Directors and Executive Officers.”

Shareholder Duties

Pursuant to the Israeli Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect

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to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters:

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an amendment to the company’s articles of association;

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an increase of the company’s authorized share capital;

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a merger; or

•

interested party transactions that require shareholder approval.

In addition, a shareholder has a general duty to refrain from discriminating against other shareholders.

Certain shareholders also have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder who knows that it has the power to determine the outcome of a shareholder vote, and any shareholder who has the power to appoint or to prevent the appointment of an office holder of the company or exercise any other rights available to it under the company’s articles of association with respect to the company. The Israeli Companies Law does not define the substance of this duty of fairness, except to state that the remedies generally available upon a breach of contract will also apply in the event of a breach of the duty of fairness.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Certain Relationships and Related Person Transactions — Endurance

Founder Shares

On April 26, 2021, the Sponsor purchased 5,750,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. On June 7, 2021, the Sponsor transferred 25,000 Founder Shares to Mitsui & Co., LTD., an advisory board member. On August 13, 2021, the Sponsor transferred 35,000 Founder Shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, our independent directors, and 25,000 Founder Shares to each of Eddie Kato and Simon Cathcart, our advisory board members. Following the Endurance IPO, Endurance’s initial shareholders collectively own 15% of its issued and outstanding shares. In connection with the Endurance IPO, the Sponsor transferred 1,500,000 Founder Shares to the anchor investors on September 17, 2021. On November 3, 2021, 750,000 Founder Shares were forfeited by the Sponsor when the Endurance IPO underwriters’ over-allotment option expired unexercised.

Private Placement Warrants

The Sponsor and Cantor have purchased an aggregate of 7,630,000 Endurance Private Warrants for a purchase price of $1.00 per warrant ($7,630,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the Endurance IPO. Each Endurance Private Warrant may be exercised for one Endurance Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. The Endurance Private Warrants held by Cantor (including the Endurance Class A ordinary shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by it until 30 days after the completion of Endurance’s initial business combination. The Endurance Private Warrants held by the Sponsor are subject to the restrictions on transfer provided in the Sponsor Letter Agreement. See “Satixfy Ordinary Shares Eligible for Future Sale — Lock-Up Periods and Registration Rights — Sponsor Letter Agreement Lock-Up.”

Administrative Services Agreement

Endurance entered into an Administrative Services Agreement with an affiliate of the Sponsor, pursuant to which Endurance pays a total of $10,000 per month for office space, administrative and support services to such affiliate. Upon completion of Endurance’s initial business combination or its liquidation, Endurance will cease paying these monthly fees. Accordingly, in the event the consummation of Endurance’s initial business combination takes the maximum 18 months, an affiliate of the Sponsor will be paid a total of $180,000 ($10,000 per month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Reimbursement of Expenses

The Sponsor, Endurance’s directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on Endurance’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Endurance’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, Endurance’s directors or officers or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on Endurance’s behalf.

Related Party Notes

The Sponsor issued a promissory note allowing Endurance to borrow up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the Endurance IPO. Endurance had borrowed $148,372 under the promissory note, which was fully repaid on September 17, 2021. There are currently no amounts outstanding under the promissory note.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of Endurance’s

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directors and officers may, but are not obligated to, loan Endurance funds as may be required. If Endurance completes its initial business combination, it may repay such loaned amounts out of the proceeds of the Trust Account released to Endurance. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that the initial business combination does not close, Endurance may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Endurance warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Endurance Private Warrants issued to the Sponsor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Endurance does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor or certain of Endurance’s directors and officers as Endurance do not believe third parties will be willing to loan such funds and provide a waiver of any and all rights to seek access to funds in the Trust Account.

After Endurance’s initial business combination, members of Endurance’s management team who remain with the combined company may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to Endurance shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to Endurance shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider Endurance’s initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

PIPE Financing

Concurrently with the execution of the Business Combination Agreement, Endurance and SatixFy entered into the Subscription Agreements with the PIPE Investors. Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and SatixFy agreed to issue and sell to the PIPE Investors, immediately prior to the closing of the Business Combination, an aggregate of 2,910,000 PIPE Units consisting of (i) one SatixFy Ordinary Share and (ii) one-half of one redeemable warrant exercisable for one SatixFy Ordinary Share at a price of $11.50 per share for a purchase price of $10.00 per PIPE Unit, for gross proceeds of $29,100,000, on the terms and subject to the conditions set forth in the applicable Subscription Agreements. Affiliates of the Sponsor agreed to purchase $10,000,000 of PIPE Units pursuant to the Subscription Agreements on the same terms and conditions as all other PIPE Investors. The ordinary shares and the warrants which comprise the PIPE Units are not attached and will trade separately without any instruction or detachment obligations on the part of SatixFy, the PIPE Investors or the warrant agent.

Registration Rights

The holders of the Founder Shares, the Endurance Private Warrants and any warrants that may be issued on conversion of working capital loans (and any Endurance Class A ordinary shares issuable upon the exercise of the Endurance Private Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to the A&R Registration Rights Agreement, which requires Endurance to register such securities for resale (in the case of the Founder Shares, only after conversion to Endurance Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that Endurance register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent Endurance’s completion of its initial business combination and rights to require Endurance to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the &R Registration Rights Agreement provides that Endurance will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Endurance will bear the expenses incurred in connection with the filing of any such. Notwithstanding the foregoing, the underwriters of the Endurance IPO may not exercise their demand and “piggyback” registration rights until five years after the effective date of the registration statement relating to the Endurance IPO and may not exercise their demand rights on more than one occasion.

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Certain Relationships and Related Person Transactions — SatixFy

The following is a description of certain related party transactions in effect upon the consummation of the Business Combination with any of our executive officers, directors or their affiliates and holders of more than 10% of any class of our voting securities in the aggregate, which we refer to as related parties, other than employment, compensation and indemnification arrangements which are described under “Management Following the Business Combination,” which are incorporated by reference herein.

A&R Shareholders’ Agreement

Concurrently with the execution of the Business Combination Agreement, SatixFy, the Sponsor and certain shareholders of SatixFy entered into the A&R Shareholders’ Agreement, pursuant to which various parties to the A&R Shareholders’ Agreement will be entitled to customary piggyback registration rights, in each case subject to certain limitations set forth in the A&R Shareholders’ Agreement. In addition, the A&R Shareholders’ Agreement provides that SatixFy will pay certain expenses relating to such registrations and indemnify the securityholders against certain liabilities. The rights granted under the A&R Shareholders’ Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to SatixFy securities, and all such prior agreements shall be terminated.

Additionally, under the A&R Shareholders’ Agreement, each of the shareholders of SatixFy party thereto (other than the Sponsor) have agreed not to transfer its SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter. See “Agreements Entered Into in Connection with the Business Combination Agreement — Amended and Restated Shareholders’ Agreement.”

Development Agreement — Jet Talk

On February 6, 2018, SatixFy entered into two development agreements with Jet Talk Limited, a joint venture company owned by SatixFy (51%) and ST Electronics (Satcom & Sensor Systems) Pte Ltd. (49%), an affiliate of our shareholder ST Engineering iDirect, Inc., to provide an electronically steerable Panel Antenna Array and supporting modem for a total consideration of $33,000 to be provided during 2018 through 2022.

See Note 8, under the heading “Investment in Jet-Talk”, to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/prospectus.

Product Development and Sales Arrangements — iDirect

On December 20, 2013, our subsidiary, SatixFy Israeli Ltd., signed an agreement with an affiliate of our shareholder ST Engineering iDirect, Inc. (“iDirect”), for the manufacturing and sale of certain of SatixFy’s products and modem chips. The products were delivered during 2017 and 2018.

On April 4, 2016, the Company signed a framework agreement with iDirect for the development, manufacturing and sale of 90,000 S-IDU units manufactured by the Company. The framework agreement has a term of 10 years with an option to mutually extend the agreement by an additional 5 years. To date, SatixFy has generated R&D/development revenues of approximately $20 million and product sales of approximately $8 million dollars under the framework agreement.

On March 23, 2018, the Company and iDirect signed a memorandum of understanding (the “MOU”), pursuant to which the parties agreed to cooperate to enter into a license agreement under which the Company would grant iDirect a worldwide, non-exclusive, royalty-free license to produce and sell S-IDU products based on certain deliverables to be provided by the Company, such as designs related to the S-IDU products. According to the MOU, the parties acknowledged that iDirect would pay to SatixFy a one-time fee of $1.95 million for such deliverables. In addition, the Company would provide iDirect with the required software tools that iDirect may use to develop an appropriate software package for manufacturing the S-IDU products. The MOU also provided that the Company, through its contract manufacturer, would perform certain upgrades to the terminals already-purchased by iDirect for an additional fee. The MOU had an initial term of one year and was extended for an additional year to March 22, 2020.

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On October 26, 2020, SatixFy and iDirect entered into an agreement for the purchase of 18,000 S-IDU units and product support services, for a total value of approximately $2.25 million.

On December 1, 2020, the Company entered into an additional memorandum of understanding with iDirect for a period of one year regarding the possible engagement of SatixFy for assistance in the development, engineering, business development and sales of iDirect products.

Mary P. Cotton serves as a director on the SatixFy board and is expected to serve as a director of SatixFy upon the completion of the Business Combination. Ms. Cotton currently serves as a Senior Advisor at iDirect, where she previously served as Chief Executive Officer from 2007 to 2017 and as a director from 2007 to 2018.

Shareholder Loan

In March 2020, our subsidiary, SatixFy UK Limited entered into a $5 million loan agreement with an existing shareholder, Mr. Alfred H. Moses. The loan was repaid in full in February 2022. The loan bore interest at LIBOR plus 200 basis points for the first 12 months and stepped up an additional 50 basis points every six months thereafter, until it was repaid.

As part of the loan agreement, we granted the shareholder warrants, which, upon exercise, will enable the shareholder to receive series C preferred shares, at an exercise price of $6.078 per share, without giving effect to the Preferred Share Conversion or the Pre-Closing Recapitalization.

See Note 15 to SatixFy’s consolidated financial statements included elsewhere in this proxy statement/​prospectus.

Approval of Related Party Transactions under Israeli Law

For a discussion of the approval of related party transactions under Israeli law, see “Management Following the Business Combination — Approval of Related Party Transactions under Israeli Law.”

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U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of the material U.S. federal income tax considerations of the Business Combination to U.S. Holders (as defined below) of Endurance ordinary shares and Endurance warrants (together, the “Endurance Securities”). The following discussion also summarizes the material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders (as defined below) of Endurance ordinary shares that elect to have their Endurance ordinary shares redeemed for cash, and the material U.S. federal income tax consequences of the ownership and disposition of SatixFy Ordinary Shares and SatixFy Warrants following the Business Combination. This discussion applies only to Endurance Securities, SatixFy Ordinary Shares and SatixFy Warrants, as the case may be, that are held as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment).

The following discussion does not purport to be a complete analysis of all potential tax considerations arising in connection with the Business Combination, the redemptions of Endurance ordinary shares or the ownership and disposal of SatixFy Ordinary Shares and SatixFy Warrants. The effects and considerations of other U.S. federal tax laws, such as estate and gift tax laws, alternative minimum tax or Medicare contribution tax consequences and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect the tax consequences discussed below. Neither Endurance nor SatixFy has sought nor will seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS will not take or a court will not sustain a contrary position to that discussed below regarding the tax consequences discussed below.

This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

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banks, insurance companies, and certain other financial institutions;

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regulated investment companies and real estate investment trusts;

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brokers, dealers or traders in securities that use a mark to market method of tax accounting;

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tax-exempt organizations or governmental organizations;

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U.S. expatriates and former citizens or long-term residents of the United States;

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persons holding Endurance Securities or SatixFy Ordinary Shares and/or SatixFy Warrants, as the case may be, as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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persons subject to special tax accounting rules as a result of any item of gross income with respect to Endurance Securities or SatixFy Ordinary Shares and/or SatixFy Warrants, as the case may be, being taken into account in an applicable financial statement;

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persons that actually or constructively own 5% or more (by vote or value) of the outstanding Endurance Securities or, after the Business Combination, the issued SatixFy Ordinary Shares;

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“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

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S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);

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persons subject to the “base erosion and anti-abuse” tax;

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U.S. Holders having a functional currency other than the U.S. dollar;

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persons who hold or received Endurance Securities or SatixFy Ordinary Shares and/or SatixFy Warrants, as the case may be, pursuant to the exercise of any employee share option or otherwise as compensation; and

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tax-qualified retirement plans.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Endurance Securities, SatixFy Ordinary Shares and/or SatixFy Warrants, the tax treatment of an owner of such entity will depend on the status of the owners, the activities of the entity or arrangement and certain determinations made at the owner level. Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BUSINESS COMBINATION AND THE U.S. FEDERAL INCOME TAX TREATMENT TO HOLDERS OF ENDURANCE ORDINARY SECURITIES DEPENDS, IN SOME INSTANCES, ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BUSINESS COMBINATION AND THE U.S. FEDERAL INCOME TAX TREATMENT OF OWNING SATIXFY ORDINARY SHARES AND/OR SATIXFY WARRANTS TO ANY PARTICULAR HOLDER WILL DEPEND ON THE HOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, AND LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF ENDURANCE ORDINARY SHARES, SATIXFY ORDINARY SHARES OR SATIXFY WARRANTS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Endurance Securities, SatixFy Ordinary and/or SatixFy Warrants, as the case may be, that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” ​(within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a “United States person” ​(within the meaning of Section 7701(a)(30) of the Code) for U.S. federal income tax purposes.

The Business Combination

Tax Consequences of the Business Combination Under Section 368(a) of the Code

It is intended that the Business Combination qualify as a “reorganization” within the meaning of Section 368(a) of the Code. However, there are significant factual and legal uncertainties as to whether the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. For example, under Section 368(a) of the Code, the acquiring corporation must continue, either directly or indirectly through certain controlled corporations, either a significant line of the acquired corporation’s historic business or use a significant portion of the acquired corporation’s historic business assets in a business. However, there is an absence of guidance on how certain requirements for Section 368(a) of the Code would apply in the case of an acquisition of a corporation with only investment-type assets, such as Endurance. Moreover, qualification of the Business Combination as a reorganization is based on certain facts, such as the magnitude of Endurance Public Shares that are redeemed in connection with the Business Combination, which will not be known until or following the closing of the Business Combination. The closing of the Business Combination is not conditioned upon the receipt of an opinion of counsel that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and neither Endurance nor SatixFy has requested or intends to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Business Combination. Accordingly, Endurance’s counsel is

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unable to opine on or provide other assurance as to the qualification of the Business Combination as a “reorganization” within the meaning of Section 368(a) of the Code and, even if Endurance and SatixFy conclude that the Business Combination qualifies for the intended tax treatment, there can be no assurance that the IRS will not challenge that conclusion or that a court would not sustain such a challenge.

If any requirement for the Business Combination to qualify as a “reorganization” within the meaning of Section 368(a) of the Code is not met, a U.S. Holder of Endurance Securities generally would recognize gain or loss in an amount equal to the difference, if any, between the fair market value of SatixFy Ordinary Shares and/or SatixFy Warrants received by such U.S. Holder in the Business Combination over such U.S. Holder’s tax basis in the Endurance Securities surrendered by such U.S. Holder in the Business Combination. As discussed in more detail below under “— Application of the PFIC Rules to the Business Combination,” Endurance believes that it would likely be considered a PFIC for its current taxable year. In that case, the U.S. federal income tax treatment of any such gain or loss recognized by a U.S. Holder will depend on the application of the PFIC rules discussed below. Subject to the application of such PFIC rules, any gain or loss so recognized would generally be long-term capital gain or loss if the U.S. Holder had held the Endurance Securities for more than one year (or short-term capital gain or loss otherwise). It is unclear, however, whether certain redemption rights (described above) may suspend the running of the applicable holding period for this purpose. Long-term capital gains of non-corporate U.S. Holders (including individuals) currently are eligible for preferential U.S. federal income tax rates. However, the deductibility of capital losses is subject to limitations. A U.S. Holder’s holding period in the SatixFy Ordinary Shares and/or SatixFy Warrants received in the Business Combination, if any, would not include the holding period for the Endurance Securities surrendered in exchange therefor. In the case of a U.S. Holder that holds Endurance Securities with differing tax bases and/or holding periods, which generally occurs when blocks of shares are purchased at different times or for different amounts, these tax basis and holding period rules must be applied separately to each identifiable block of Endurance Securities.

U.S. Holders Exchanging Endurance Ordinary Securities for SatixFy Ordinary Shares and/or SatixFy Warrants

If the Business Combination qualifies as a “reorganization” under Section 368(a) of the Code, subject to the discussion below under the heading “— Application of the PFIC Rules to the Business Combination,” and assuming that, in the case of any U.S. Holder who would be treated as a “five-percent transferee shareholder” ​(within the meaning of Treasury Regulations Section 1.367(a)-3(c)(5)(ii)) of us following the Business Combination, such U.S. Holder enters into a five-year gain recognition agreement in the form provided in Treasury Regulations Section 1.367(a)-8, a U.S. Holder generally would not recognize gain or loss if, pursuant to the Business Combination, the U.S. Holder (i) exchanges only Endurance ordinary shares (but not Endurance warrants) for SatixFy Ordinary Shares, (ii) exchanges only Endurance warrants for SatixFy Warrants, or (iii) both exchanges Endurance ordinary shares for SatixFy Ordinary Shares and exchanges Endurance warrants for SatixFy Warrants.

In such a case, the aggregate tax basis of the SatixFy Ordinary Shares received by a U.S. Holder in the Business Combination generally would be equal to the aggregate adjusted tax basis of Endurance ordinary shares surrendered in exchange therefor. The tax basis in the SatixFy Warrants received by a U.S. Holder in the Business Combination generally would be equal to the adjusted tax basis of the Endurance warrants exchanged therefor. The holding period of the SatixFy Ordinary Shares and/or SatixFy Warrants received by a U.S. Holder in the Business Combination generally would include the period during which the Endurance ordinary shares and/or Endurance warrants, respectively, exchanged therefor were held by such U.S. Holder.

Application of the PFIC Rules to the Business Combination

A non-U.S. corporation generally will be treated as a PFIC for U.S. federal income tax purposes, in any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income (including cash). Based upon the composition of its income and assets, Endurance believes that it would likely be considered a PFIC for its current taxable year which ends as a result of the Business Combination. Regardless if

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whether the Business Combination qualifies as a “reorganization” under Section 368(a) of the Code, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC (including for this purpose exchanging warrants of a PFIC for newly issued warrants) recognizes gain (but not loss) notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations may require gain recognition to U.S. Holders of Endurance ordinary shares in connection with the Business Combination if:

1.

Endurance were classified as a PFIC at any time during such U.S. Holder’s holding period for such Endurance ordinary shares; and

2.

the U.S. Holder had not timely made, effective from the first taxable year of its holding period of Endurance ordinary shares during which Endurance qualified as a PFIC: (a) a valid QEF election (as defined below), or (b) a valid “mark-to-market election” ​(as defined below), with respect to such Endurance ordinary shares.

Under those proposed Treasury Regulations, the amount of gain recognized by a U.S Holder would be equal to the excess, if any, of the fair market value of SatixFy Ordinary Shares and/or SatixFy Warrants received by such U.S. Holder in the Business Combination over such U.S. Holder’s tax basis in the Endurance Securities surrendered by such U.S. Holder in the Business Combination. The tax on any such recognized gain would be imposed based on the Excess Distribution Rules, discussed below under “— Ownership and Disposition of SatixFy Ordinary Shares and SatixFy Warrants by U.S. Holders — Passive Foreign Investment Company Rules.”

The application of the PFIC rules to Endurance warrants is unclear. A proposed Treasury Regulation issued under the PFIC rules generally treats an “option” to acquire stock of a PFIC as stock of the PFIC, while a final Treasury Regulation issued under the PFIC rules provides that a QEF election does not apply to options and no mark-to-market election (as described above) is currently available with respect to options. Therefore, if finalized in their current form, these proposed Treasury Regulations may require gain recognition on the exchange of Endurance warrants for SatixFy Warrants pursuant to the Business Combination Agreement. The tax on any such recognized gain would be imposed based on the Excess Distribution Rules, discussed below under “— Ownership and Disposition of SatixFy Ordinary Shares and SatixFy Warrants by U.S. Holders — Passive Foreign Investment Company Rules.”

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted or how any such final Treasury Regulations would apply. Therefore, U.S. Holders of Endurance ordinary shares that have not made a timely QEF election or a mark-to-market election may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Business Combination to the extent their Endurance ordinary shares and/or Endurance warrants have a fair market value in excess of their tax basis therein.

THE RULES DEALING WITH PFICS IN THE CONTEXT OF THE BUSINESS COMBINATION ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS. ALL U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE CONSEQUENCES TO THEM OF THE PFIC RULES, AND WHETHER A QEF ELECTION, A MARK-TO-MARKET ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

U.S. Holders Exercising Redemption Rights with Respect to Endurance ordinary shares

Subject to the discussion above under “— Application of the PFIC Rules to the Business Combination,” in the event that a U.S. Holder’s Endurance ordinary shares are redeemed for cash pursuant to the redemption provisions described herein, the treatment of such redemption for U.S. federal income tax purposes will depend on whether the redemption qualifies as a sale of stock under Section 302 of the Code. Whether a redemption qualifies as a sale of stock under Section 302 of the Code will depend largely on the total number of Endurance ordinary shares treated as held by the U.S. Holder relative to all of the Endurance ordinary shares outstanding, both before and after the redemption.

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The redemption of Endurance ordinary shares generally will be treated as a sale of stock under Section 302 of the Code (rather than a distribution) if the redemption (i) results in a “complete termination” of the U.S. Holder’s interest in Endurance, (ii) is “substantially disproportionate” with respect to the U.S. Holder or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests (determined immediately after the Business Combination) are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. Holder generally should take into account not only Endurance ordinary shares actually owned by such U.S. Holder but also Endurance ordinary shares constructively owned by it. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares the U.S. Holder has a right to acquire by exercise of an option.

There will be a complete termination of a U.S. Holder’s interest if either: (i) all of the Endurance ordinary shares actually and constructively owned by the U.S. Holder are redeemed, or (ii) all of the Endurance ordinary shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules set forth in the Code and Treasury Regulations, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares (including any shares constructively owned by the U.S. Holder as a result of owning warrants).

In order to meet the “substantially disproportionate” test, the percentage of outstanding voting stock actually or constructively owned by a U.S. Holder immediately following the redemption generally must be less than 80% of the voting stock actually or constructively owned by such U.S. Holder immediately prior to the redemption. Because holders of Endurance ordinary shares are not entitled to vote on the election of directors prior to the completion of the Business Combination, the Endurance ordinary shares may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not apply.

The redemption of the Endurance ordinary shares will not be essentially equivalent to a dividend if a U.S. Holder’s redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Endurance. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Endurance will depend on such U.S. Holder’s particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” U.S. Holders should consult their tax advisors as to the tax consequences of a redemption.

If the redemption qualifies as a sale of stock by the U.S. Holder under Section 302 of the Code, the U.S. Holder generally would recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Endurance ordinary shares redeemed. Such gain or loss generally would be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A U.S. Holder’s tax basis in such U.S. Holder’s Endurance ordinary shares generally will equal the cost of such shares.

If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. Holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in such U.S. Holder’s Endurance ordinary shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Endurance ordinary shares.

Ownership and Disposition of SatixFy Ordinary Shares and SatixFy Warrants by U.S. Holders

Distributions on SatixFy Ordinary Shares

If SatixFy makes distributions of cash or property on the SatixFy Ordinary Shares, such distributions will be treated for U.S. federal income tax purposes first as a dividend to the extent of SatixFy’s current or

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accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a tax-free return of capital to the extent of the U.S. Holder’s tax basis, with any excess treated as capital gain from the sale or exchange of the shares. SatixFy does not intend to provide calculations of its earnings and profits under U.S. federal income tax principles. A U.S. Holder should expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any dividend generally will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable capital gains rate, provided that:

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the SatixFy Ordinary Shares are readily tradable on an established securities market in the United States;

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SatixFy is neither a PFIC (as discussed below under below under “— Passive Foreign Investment Company Rules”) nor treated as such with respect to the U.S. Holder in any taxable year in which the dividend is paid or the preceding taxable year;

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the U.S. Holder satisfies certain holding period requirements; and

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the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

There can be no assurance that SatixFy Ordinary Shares will be considered “readily tradable” on an established securities market in the United States in accordance with applicable legal authorities. Furthermore, there can no assurance that SatixFy will not be treated as a PFIC in any taxable year. See discussion below under “— Passive Foreign Investment Company Rules.” U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to SatixFy Ordinary Shares.

Subject to certain exceptions, dividends on SatixFy Ordinary Shares will constitute foreign source income for foreign tax credit limitation purposes and will generally be treated as passive category income or, in the case of certain types of U.S. Holders, general category income for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit not in excess of any applicable treaty rate in respect of any foreign withholding taxes imposed on dividends received on SatixFy Ordinary Shares. In lieu of claiming a foreign tax credit, a U.S. Holder may elect to deduct foreign taxes in computing its taxable income, subject to applicable limitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.

THE RULES GOVERNING THE FOREIGN TAX CREDIT ARE COMPLEX, AND THE OUTCOME OF THEIR APPLICATION DEPENDS IN LARGE PART ON THE U.S. HOLDER’S INDIVIDUAL FACTS AND CIRCUMSTANCES. ACCORDINGLY, U.S. HOLDERS ARE URGED TO CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE AVAILABILITY OF THE FOREIGN TAX CREDIT IN THEIR PARTICULAR CIRCUMSTANCES.

Sale, Exchange, Redemption or Other Taxable Disposition of SatixFy Ordinary Shares or SatixFy Warrants.

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. Holder generally would recognize gain or loss on any sale, exchange, redemption or other taxable disposition of SatixFy Ordinary Shares or SatixFy Warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such SatixFy Ordinary Shares or such SatixFy Warrants, as applicable. Any gain or loss recognized by a U.S. Holder on a taxable disposition of SatixFy Ordinary Shares or SatixFy Warrants generally will be capital gain or loss. A non-corporate U.S. Holder, including an individual, who has held the SatixFy Ordinary Shares or SatixFy Warrants for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations. Any such gain or loss recognized generally will be treated as U.S. source gain or loss. In the event any non-U.S. tax (including withholding tax) is imposed upon such sale or

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other disposition, a U.S. Holder’s ability to claim a foreign tax credit for such non-U.S. tax is subject to various limitations and restrictions. U.S. Holders should consult their tax advisors regarding the ability to claim a foreign tax credit.

Exercise or lapse of a SatixFy Warrant

Subject to the PFIC rules discussed under “— Passive Foreign Investment Company Rules” below and except as discussed below with respect to the cashless exercise of a SatixFy Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a SatixFy Ordinary Share on the exercise of a SatixFy Warrant for cash. A U.S. Holder’s initial tax basis in its SatixFy Ordinary Shares received upon exercise of the SatixFy Warrant generally should equal the sum of its tax basis in the Endurance warrant exercised therefor and the exercise price. The U.S. Holder’s holding period for an SatixFy Ordinary Share received upon exercise of the SatixFy Warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the SatixFy Warrant and will not include the period during which the U.S. Holder held the SatixFy Warrant. If a SatixFy Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the SatixFy Warrant.

The tax consequences of a cashless exercise of a SatixFy Warrant are not clear under current tax law. Subject to the PFIC rules discussed under “— Passive Foreign Investment Company Rules” below, a cashless exercise may be tax-deferred, either because the exercise is not a gain realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s basis in the SatixFy Ordinary Shares received generally would equal the U.S. Holder’s basis in the SatixFy Warrants exercised therefor. If the cashless exercise is not treated as a gain realization event, a U.S. Holder’s holding period in the SatixFy Ordinary Shares would be treated as commencing on the date following the date of exercise (or possibly the date of exercise) of the SatixFy Warrants and will not include the period during which the U.S. Holder held the SatixFy Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the SatixFy Ordinary Shares would include the holding period of the SatixFy Warrants exercised therefor.

It is also possible that a cashless exercise of a SatixFy Warrant could be treated in part as a taxable exchange in which gain or loss would be recognized in the manner set forth above under “— Sale, Exchange, Redemption or Other Taxable Disposition of SatixFy Ordinary Shares or SatixFy Warrants.” In such event, a U.S. Holder could be deemed to have surrendered warrants having an aggregate fair market value equal to the exercise price for the total number of warrants to be exercised. Subject to the discussion below under “— Passive Foreign Investment Company Rules”, the U.S. Holder would recognize capital gain or loss with respect to the SatixFy Warrants deemed surrendered in an amount generally equal to the difference between (i) the fair market value of the SatixFy Ordinary Shares that would have been received in a regular exercise of the SatixFy Warrants deemed surrendered, net of the aggregate exercise price of such SatixFy Warrants and (ii) the U.S. Holder’s tax basis in such SatixFy Warrants. In this case, a U.S. Holder’s aggregate tax basis in the SatixFy Ordinary Shares received would equal the sum of (i) U.S. Holder’s tax basis in the SatixFy Warrants deemed exercised and (ii) the aggregate exercise price of such SatixFy Warrants. A U.S. Holder’s holding period for the SatixFy Ordinary Shares received in such case generally would commence on the date following the date of exercise (or possibly the date of exercise) of the SatixFy Warrants and will not include the period during which the U.S. Holder held the SatixFy Warrants.

Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, including when a U.S. Holder’s holding period would commence with respect to the SatixFy Ordinary Share received, there can be no assurance regarding which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of SatixFy Warrants.

Adjustment to Exercise Price

The terms of each SatixFy Warrant provides for an adjustment to the number of SatixFy Ordinary Shares for which the SatixFy Warrant may be exercised or to the exercise price of the SatixFy Warrant in certain events, as discussed under the heading “Description of SatixFy Warrants.” Under Section 305 of the Code, if certain adjustments are made (or not made) to the number of shares to be issued upon the

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exercise of a SatixFy Warrant or to the SatixFy Warrant’s exercise price, a U.S. Holder may be deemed to have received a constructive distribution with respect to the warrant, which could result in adverse consequences for the U.S. Holder, including the inclusion of dividend income (with the consequences generally as described above under the heading “— Distributions on SatixFy Ordinary Shares”). The rules governing constructive distributions as a result of certain adjustments with respect to a SatixFy Warrant are complex, and U.S. Holders are urged to consult their tax advisors on the tax consequences any such constructive distribution with respect to a SatixFy Warrant.

Passive Foreign Investment Company Rules

The treatment of U.S. Holders of the SatixFy Ordinary Shares and/or SatixFy Warrants could be materially different from that described above, if SatixFy is treated as a PFIC for U.S. federal income tax purposes. A non-U.S. entity treated as a corporation for U.S. federal income tax purposes generally will be a PFIC for U.S. federal income tax purposes for any taxable year if either:

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at least 75% of its gross income for such year is passive income; or

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at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income.

Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. For this purpose, cash is categorized as a passive asset and the company’s unbooked intangibles associated with active business activity are taken into account as a non-passive asset. For this purpose, SatixFy will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other entity treated as a corporation for U.S. federal income tax purposes in which SatixFy owns, directly or indirectly, 25% or more (by value) of the stock.

Whether SatixFy or any of its subsidiaries is treated as a PFIC is determined on an annual basis. The determination of whether SatixFy or any of its subsidiaries is a PFIC is a factual determination that depends on, among other things, the composition of SatixFy’s income and assets, and the market value of its and its subsidiaries’ shares and assets. Changes in the composition of SatixFy’s or any of its subsidiaries’ income or composition of SatixFy’s or any of its subsidiaries’ assets may cause it to be or become a PFIC for the current or subsequent taxable years. Because the determination of whether SatixFy for any of its subsidiaries is a PFIC for any taxable year is a factual determination that can only be made at the close of the taxable year, no assurances can be given that SatixFy or any of its subsidiaries will not be or become a PFIC for the taxable year that includes the Business Combination or for any subsequent taxable years. Moreover, the application of the PFIC rules is subject to uncertainty in several respects, and SatixFy can make no assurances that the IRS will not take a contrary position or that a court will not sustain such a challenge by the IRS.

Under the PFIC rules, if SatixFy were considered a PFIC at any time that a U.S. Holder owns SatixFy Ordinary Shares and/or SatixFy Warrants, SatixFy would continue to be treated as a PFIC with respect to such investment unless (i) it ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules. If such election is made, a U.S. Holder will be deemed to have sold its SatixFy Ordinary Shares and/or SatixFy Warrants at their fair market value on the last day of the last taxable year in which SatixFy is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below. After the deemed sale election, the SatixFy Ordinary Shares and/or SatixFy Warrants with respect to which the deemed sale election was made will not be treated as shares in a PFIC unless SatixFy subsequently becomes a PFIC.

For each taxable year that SatixFy is treated as a PFIC with respect to a U.S. Holder’s SatixFy Ordinary Shares or SatixFy Warrants, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” ​(as defined below) received and any gain realized from a sale or disposition (including a pledge) of its SatixFy Ordinary Shares or SatixFy Warrants (collectively the “Excess Distribution Rules”), unless the U.S. Holder makes a valid QEF election or mark-to-market election as discussed below. Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual

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distributions received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the SatixFy Ordinary Shares or SatixFy Warrants will be treated as excess distributions. Under these special tax rules:

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the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the SatixFy Ordinary Shares and/or SatixFy Warrants;

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the amount allocated to the current taxable year, and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which SatixFy is a PFIC, will be treated as ordinary income; and

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the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Under the Excess Distribution Rules, the tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the SatixFy Ordinary Shares or SatixFy Warrants cannot be treated as capital gains, even though the U.S. Holder holds the SatixFy Ordinary Shares or SatixFy Warrants as capital assets.

Certain of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which SatixFy may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance, however, that SatixFy does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of SatixFy’s subsidiaries.

If SatixFy is a PFIC, a U.S. Holder of SatixFy Ordinary Shares (but not SatixFy Warrants) may avoid taxation under the Excess Distribution Rules described above by making a “qualified electing fund” ​(“QEF”) election. However, a U.S. Holder may make a QEF election with respect to its SatixFy Ordinary Shares only if SatixFy provides U.S. Holders on an annual basis with certain financial information specified under applicable U.S. Treasury Regulations. Because SatixFy currently does not intend to provide U.S. Holders with such information on an annual basis, U.S. Holders generally would not be able to make a QEF election with respect to the SatixFy Ordinary Shares.

A U.S. Holder of SatixFy Ordinary Shares (but not SatixFy Warrants) may also avoid taxation under the Excess Distribution Rules by making a mark-to-market election. The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable U.S. Treasury Regulations. The SatixFy Ordinary Shares, which are expected to be listed on the NYSE, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that they will be “regularly traded” for purposes of these rules. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder generally will continue to be subject to the Excess Distribution Rules with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for SatixFy.

If a U.S. Holder makes a valid mark-to-market election with respect to its SatixFy Ordinary Shares, such U.S. Holder will include in income for each year that SatixFy is treated as a PFIC with respect to such SatixFy Ordinary Shares an amount equal to the excess, if any, of the fair market value of the SatixFy Ordinary Shares as of the close of the U.S. Holder’s taxable year over the adjusted basis in the SatixFy Ordinary Shares. A U.S. Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the SatixFy Ordinary Shares over their fair market value as of the close of the taxable year. However, deductions will be allowed only to the extent of any net mark-to-market gains on the SatixFy Ordinary Shares included in the U.S. Holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the SatixFy Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the SatixFy Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the SatixFy Ordinary Shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such SatixFy Ordinary Shares previously included in income. A U.S. Holder’s

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basis in the SatixFy Ordinary Shares will be adjusted to reflect any mark-to-market income or loss. If a U.S. Holder makes a mark-to-market election, any distributions SatixFy makes would generally be subject to the rules discussed above under “— Distributions on SatixFy Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply.

A U.S. Holder that is eligible to make a mark-to-market election with respect to its SatixFy Ordinary Shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective. U.S. Holders should consult their tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any Lower-Tier PFICs.

A U.S. Holder of a PFIC generally is required to file an IRS Form 8621 on an annual basis. U.S. Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules and the associated reporting requirements to their particular circumstances.

Non-U.S. Holders

The section applies to Non-U.S. Holders of Endurance ordinary shares, SatixFy Ordinary Shares and SatixFy Warrants. For purposes of this discussion, a Non-U.S. Holder means a beneficial owner (other than a partnership or an entity or arrangement so characterized for U.S. federal income tax purposes) of Endurance ordinary shares, SatixFy Ordinary Shares or SatixFy Warrants, as the case may be, that is not a U.S. Holder, including:

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a nonresident alien individual, other than certain former citizens and residents of the United States;

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a foreign corporation; or

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a foreign estate or trust.

Non-U.S. Holders Exercising Redemption Rights with Respect to Endurance Ordinary Shares

The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s Endurance ordinary shares generally will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s Endurance ordinary shares, as described above under “— U.S. Holders — U.S. Holders Exercising Redemption Rights with Respect to Endurance ordinary shares.” Any redeeming Non-U.S. Holder generally will not be subject to U.S. federal income tax on any income or gain recognized as a result of the redemption or be able to utilize a loss in computing such Non-U.S. Holder’s U.S. federal income tax liability, in each case, unless one of the exceptions described below under “— Ownership and Disposition of SatixFy Ordinary Shares by Non-U.S. Holders” applies in respect of such income, gain or loss.

Ownership and Disposition of SatixFy Ordinary Shares and SatixFy Warrants by Non-U.S. Holders

Any (i) distributions of cash or property paid to a Non-U.S. Holders in respect of SatixFy Ordinary Shares or (ii) gain realized upon the sale or other taxable disposition of SatixFy Ordinary Shares or SatixFy Warrants generally will not be subject to U.S. federal income taxation unless:

•

the gain or distribution is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); or

•

in the case of any gain, the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.

Gain or distributions described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates in the same manner discussed in “— Distributions on SatixFy Ordinary Shares” and “— Sale, Exchange, Redemption or Other Taxable Disposition of SatixFy Ordinary Shares or SatixFy Warrants.”

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Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a SatixFy Warrant, or the lapse of a SatixFy Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “— U.S. Holders — Exercise or Lapse of a SatixFy Warrant” above, although to the extent a cashless exercise or lapse results in a taxable exchange, the consequences would be similar to those described in the preceding paragraphs above for a Non-U.S. Holder’s gain on the sale or other disposition of the SatixFy Ordinary Shares and SatixFy Warrants.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

U.S. Holders.   Information reporting requirements may apply to cash received in redemption of Endurance ordinary shares, distributions on the SatixFy Ordinary Shares, and the proceeds received on sale or other taxable disposition of the Endurance Securities, the SatixFy Ordinary Shares or SatixFy Warrants effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. Holder’s broker) or is otherwise subject to backup withholding. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Non-U.S. Holders.   Information returns may be filed with the IRS in connection with, and Non-U.S. Holders may be subject to backup withholding on amounts received in respect of, a Non-U.S. Holder’s disposition of Endurance Securities, SatixFy Ordinary Shares or SatixFy Warrants, unless the Non-U.S. Holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption. Dividends paid with respect to SatixFy Ordinary Shares and proceeds from the sale of other disposition of the Endurance Securities, SatixFy Ordinary Shares or SatixFy Warrants received in the United States by a Non-U.S. Holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such Non-U.S. Holder provides proof an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding generally may be credited against the taxpayer’s U.S. federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

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CERTAIN MATERIAL ISRAELI TAX CONSIDERATIONS

The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership, and disposition of the SatixFy Ordinary Shares. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.

Israeli tax considerations

The following is a brief summary of certain material Israeli tax laws applicable to SatixFy, and certain Israeli Government programs that benefit SatixFy. This section also contains a discussion of certain material Israeli tax consequences concerning the ownership and disposition of SatixFy Ordinary Shares purchased by investors. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion. To the extent that the discussion is based on tax legislation that has not yet been subject to judicial or administrative interpretation, SatixFy cannot assure you that the appropriate tax authorities or the courts will accept the views expressed in this discussion. The discussion below is not intended, and should not be construed, as legal or professional tax advice and is not exhaustive of all possible tax considerations. The discussion is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli law, which change could affect the tax consequences described below, possibly with a retroactive effect.

THEREFORE, YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.

General corporate tax structure in Israel

Israeli companies are generally subject to corporate tax at a flat rate. In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years) which reduced the corporate income tax rate from 25% to 24% effective from January 1, 2017, and to 23% effective from January 1, 2018 and thereafter. However, the effective tax rate payable by a company that derives income from an Approved Enterprise, a Preferred Enterprise, a Benefited Enterprise or a Technological Enterprise (as discussed below) may be considerably less. Capital gains derived by an Israeli company are generally subject to corporate tax rate.

Law for the Encouragement of Industry (Taxes), 5729-1969

The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for “Industrial Companies.” SatixFy may qualify as an Industrial Company within the meaning of the Industry Encouragement Law.

The Industry Encouragement Law defines an “Industrial Company” as an Israeli resident-company, of which 90% or more of its income in any tax year, other than certain income (such as income from certain government loans) is derived from an “Industrial Enterprise” owned by it and located in Israel or in the “Area”, in accordance with the definition under section 3A of the Israeli Income Tax Ordinance (New Version) 1961, or the Ordinance. An “Industrial Enterprise” is defined as an enterprise whose principal activity in a given tax year is industrial production.

Following are the main tax benefits available to Industrial Companies:

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Amortization of the cost of purchased patent, rights to use a patent, and know-how, which were purchased in good faith and are used for the development or advancement of the Industrial Enterprise, over an eight-year period, commencing on the year in which such rights were first exercised;

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Under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies;

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Expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.

Eligibility for benefits under the Industry Encouragement Law is not contingent upon approval of any governmental authority.

Tax benefits and grants for research and development

Israeli tax law allows, under certain conditions, a tax deduction for expenditures, including capital expenditures, for the year in which they are incurred. Expenditures are deemed related to scientific research and development projects, if:

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The expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

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The research and development must be for the promotion of the company; and

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The research and development is carried out by or on behalf of the company seeking such tax deduction.

The amount of such deductible expenses is reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested in an asset depreciable under the general depreciation rules of the Israeli Income Tax Ordinance (New Version) 5721-1961, or the Ordinance. Expenditures that are unqualified under the conditions above are deductible, under certain conditions, in equal amounts over three years.

From time to time we may apply to the Israel Innovation Authority for approval to allow a tax deduction for all or most of research and development expenses during the year incurred. There can be no assurance that such application will be accepted. If we will not be able to deduct research and development expenses during the year of the payment, we may be able to deduct research and development expenses in equal amounts over a period of three years commencing in the year of the payment of such expenses.

Law for the Encouragement of Capital Investments, 5719-1959

The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets). Generally, an investment program that is implemented in accordance with the provisions of the Investment Law, referred to as an Approved Enterprise, a Beneficiary Enterprise, a Preferred Enterprise, a Preferred Technological Enterprise, or a Special Preferred Technological Enterprise, is entitled to benefits as discussed below. These benefits may include cash grants from the Israeli government and tax benefits, based upon, among other things, the geographic location in Israel of the facility in which the investment is made. In order to qualify for these incentives, the Company is required to comply with the requirements of the Investment Law.

The Investment Law was significantly amended effective as of April 1, 2005 (the “2005 Amendment”), as of January 1, 2011 (the “2011 Amendment”) and as of January 1, 2017 (the “2017 Amendment”). Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force but any benefits granted subsequently are subject to the provisions of the amended Investment Law. Similarly, the 2011 Amendment introduced new benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and have the benefits of the 2011 Amendment apply. The 2017 Amendment introduces new benefits for Technological Enterprises, alongside the existing tax benefits.

Tax benefits under the 2011 Amendment

The 2011 Amendment introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” ​(as such terms are defined in the Investment Law) as of January 1, 2011.

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The definition of a Preferred Company includes a company incorporated in Israel that is not fully owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company is entitled to a reduced corporate tax rate of 15% with respect to its income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a specified development zone, in which case the rate will be 10%. Under the 2011 Amendment, such corporate tax rate was reduced from 15% and 10%, respectively, to 12.5% and 7%, respectively, in 2013, 16% and 9% respectively, in 2014, 2015 and 2016, and 16% and 7.5%, respectively, in 2017 and thereafter. Income derived by a Preferred Company from a “Special Preferred Enterprise” ​(as such term is defined in the Investment Law) would be entitled, subject to certain conditions and during a benefits period of 10 years, to further reduced tax rates of 8%, or 5% if the Special Preferred Enterprise is located in a certain development zone.

Dividends distributed from income which is attributed to a “Preferred Enterprise” will be subject to tax at the following rates: (i) Israeli resident corporations — 0% (although, if such dividends are subsequently distributed to individuals or a non-Israeli company the below rates detailed in sub sections (ii) and (iii) shall apply) (ii) Israeli resident individuals — 20% (iii) non-Israeli residents (individuals and corporations) — 20%, or such lower rate under the provisions of any applicable double tax treaty (subject to the receipt in advance of a valid withholding certificate from the ITA allowing for a reduced tax rate). The withholding tax rate applicable to distribution of dividend from such income to non-Israeli residents is 25% (or 30% if distributed to a “substantial shareholder” at the time of the sale or at any time during the preceding twelve months period, as defined below), which may be reduced by applying in advance for a withholding certificate from the Israel Tax Authority. A “substantial shareholder” is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the “Means of Control” of the corporation. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right.

The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law. These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011, a Beneficiary Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment came into effect, provided that certain conditions are met.

SatixFy currently does not intend to implement the 2011 Amendment.

New tax benefits under the 2017 Amendment that became effective on January 1, 2017

The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016 and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technological Enterprises,” as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.

The 2017 Amendment provides that a Preferred Company satisfying certain conditions will qualify as having a “Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as “Preferred Technological Income”, as defined in the Investment Law. The corporate tax rate is further reduced to 7.5% with respect to a Preferred Technological Enterprise located in development zone “A.” In addition, a Preferred Technological Company will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” ​(as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from the Israel Innovation Authority.

The 2017 Amendment further provides that a Preferred Company satisfying certain conditions (including group consolidated revenues of at least NIS 10 billion) will qualify as a “Special Preferred Technological Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technological Income” regardless of the company’s geographic location within Israel. In addition, a Special

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Preferred Technological Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from the Israel Innovation Authority. A Special Preferred Technological Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.

Dividends distributed by a Preferred Technological Enterprise or a Special Preferred Technological Enterprise, paid out of Preferred Technological Income, are generally subject to tax at the rate of 20% (in the case of non-Israeli shareholders — subject to the receipt in advance of a valid withholding certificate from the Israel Tax Authority allowing for a reduced tax rate of 20%, or such lower rate as may be provided in an applicable tax treaty). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, the aforesaid will apply). The withholding tax rate applicable to distribution of dividend from such income to non-Israeli residents is 25% (or 30% if distributed to a “substantial shareholder” at the time of the sale or at any time during the preceding twelve months period), which may be reduced by applying in advance for a withholding certificate from the Israel Tax Authority. In addition, if such dividends are distributed to a foreign company that holds solely or together with other foreign companies 90% or more in the Israeli company and other conditions are met, the withholding tax rate will be 4% (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld.

SatixFy believes that it may be eligible to the tax benefits under the 2017 Amendment.

Taxation of our shareholders

Capital Gains Tax on Sales of SatixFy Ordinary Shares

Israeli law generally imposes a capital gains tax on the sale of any capital assets by Israeli residents, as defined for Israeli tax purposes, and on the sale of capital assets located in Israel, including shares of Israeli companies, by both Israeli residents and non-Israeli residents, unless a specific exemption is available or unless a tax treaty between Israel and the shareholder’s country of residence provides otherwise. The Ordinance distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain equivalent to the increase of the relevant asset’s purchase price attributable to an increase in the Israeli consumer price index, or a foreign currency exchange rate, between the date of purchase and the date of sale. Inflationary surplus is currently not subject to tax in Israel. The real gain is the excess of the total capital gain over the inflationary surplus.

Capital gains taxes applicable to non-Israeli resident shareholders.

A non-Israeli resident who derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel, will be exempt from Israeli tax if, among other conditions, the capital gain derived from the sale of shares was not attributed to a permanent establishment that the non-resident maintains in Israel. However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling interest more than 25% in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. In addition, such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be business income.

Additionally, a sale of securities by a non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under the Convention Between the Government of the United States of America and the Government of the State of Israel with respect to Taxes on Income, as amended (the “United States Israel Tax Treaty”), the sale, exchange or other disposition of shares by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled to claim the benefits afforded to such a resident by the U.S. Israel Tax Treaty (a “U.S. Resident”) is generally exempt from Israeli capital gains tax unless: (i) the capital gain arising from

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such sale, exchange or disposition is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties; (iii) the capital gain arising from the such sale, exchange or disposition is attributed to a permanent establishment in Israel, under certain terms; (iv) such U.S. Resident holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of the 12 month period preceding the disposition, subject to certain conditions; or (v) such U.S. Resident is an individual and was present in Israel for 183 days or more during the relevant taxable year. In any such case, the sale, exchange or disposition of such shares by the U.S. Resident would be subject to Israeli tax (unless exempt under the Israeli domestic law as described above). Under the United States Israel Tax Treaty, the gain may be treated as foreign source income for United States foreign tax credit purposes, upon an election by the U.S. Resident, and such U.S. Resident may be permitted to claim a credit for such taxes against the United States federal income tax imposed on such sale, subject to the limitations under the United States federal income tax laws applicable to foreign tax credits. The United States Israel Tax Treaty does not provide such credit against any United States state or local taxes.

Regardless of whether shareholders may be liable for Israeli tax on the sale of SatixFy Ordinary Shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale (i.e., provide resident certificate and other documentation).

Capital gains taxes applicable to Israeli resident shareholders.

An Israeli resident corporation that derives capital gains from the sale of shares will generally be subject to tax on the real capital gains generated on such sale at the corporate tax rate (currently of 23%). An Israeli resident individual will generally be subject to capital gain tax at the rate of 25%. However, if the individual shareholder is claiming deduction of interest expenditures or he is a “substantial shareholder” at the time of the sale or at any time during the preceding twelve months period, such gain will be taxed at the rate of 30%. Individual holders dealing in securities in Israel for whom the income from the sale of securities is considered “business income” as defined in section 2(1) of the Ordinance are taxed at the marginal tax rates applicable to business income (up to 47% in 2022 plus 3% Surtax, if applicable). Certain Israeli institutions who are exempt from tax under section 9(2) or section 129(C)(a)(1) of the Ordinance (such as exempt trust funds and pension funds) may be exempt from capital gains tax from the sale of the shares.

Taxation of Israeli shareholders on receipt of dividends.

An Israeli resident individual is generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%. With respect to a person who is a “substantial shareholder” at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient is a substantial shareholder or not). If the recipient of the dividend is an Israeli resident corporation such dividend income will be exempt from tax provided the income from which such dividend is distributed was derived or accrued within Israel and was received directly or indirectly from another corporation that is liable to Israeli corporate tax. An exempt trust fund, pension fund or other entity that is exempt from tax under section 9(2) or section 129C(a)(1) of the Ordinance is exempt from tax on dividend.

Dividend distribution by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise is subject to beneficial withholding tax rates. For a further discussion, see “Certain Material Israeli Tax Considerations — Law for the Encouragement of Capital Investments, 5719-1959 — New tax benefits under the 2017 Amendment that became effective on January 1, 2017.”

Taxation of non-Israeli shareholders on receipt of dividends.

Non-Israeli residents (either individuals or corporations) are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%, which tax will be withheld at source, unless relief is provided in a treaty between Israel and the shareholder’s country of residence. With respect to a person who is a “substantial shareholder” at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate is 30%. Such dividends are generally subject to Israeli withholding tax at a rate of 25% if the shares are registered with a nominee company (whether the recipient

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is a substantial shareholder or not), unless a reduced rate is provided under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). For example, under the United States Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. Resident is 25%. However, generally, the maximum rate of withholding tax on dividends, not generated by a Preferred Enterprise, Approved Enterprise or Beneficial Enterprise, that are paid to a United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, dividends distributed from income attributed to an Approved Enterprise, Benefited Enterprise or Preferred Enterprise are not entitled to such reduction under the tax treaty but are subject to a withholding tax rate of 15% for a shareholder that is a U.S. corporation, provided that the conditions related to the outstanding voting rights and the gross income for the previous year (as set forth in the previous sentences) are met. If the dividend is attributable partly to income derived from an Approved Enterprise, Benefited Enterprise or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. We cannot assure you that we will designate the profits that we may distribute in a way that will reduce shareholders’ tax liability. Application for the reduced tax rate requires appropriate documentation presented and specific instruction received from the Israeli Tax Authorities to the extent tax is withheld at source at the maximum rates (see above), a qualified tax treaty recipient will have to comply with some administrative procedures with the Israeli Tax Authorities in order to receive back the excess tax withheld.

A foreign resident who had income from a dividend that was accrued from Israeli source, from which the full tax was deducted, will be generally exempt from filing a tax return in Israel, unless (i) such income was generated from a business conducted in Israel by him, (ii) he has other taxable sources of income in Israel with respect to which a tax return is required to be filed, or (iii) he is liable to additional Surtax (see below) in accordance with section 121B of the Ordinance.

Dividend distribution by a Preferred Technology Enterprise or a Special Preferred Technology Enterprise is subject to beneficial withholding tax rates. For a further discussion, see “Certain Material Israeli Tax Considerations — Law for the Encouragement of Capital Investments, 5719-1959 — New tax benefits under the 2017 Amendment that became effective on January 1, 2017.”

Surtax

Subject to the provisions of an applicable tax treaty, individuals who are subject to tax in Israel are also subject to an additional tax at a rate of 3% on annual income (including, but not limited to, dividends, interest and capital gain) exceeding NIS 663,241 for 2022, which amount is linked to the annual change in the Israeli consumer price index.

Estate and Gift Tax

Israeli law presently does not impose estate or gift taxes.

Israeli Tax Ruling

Endurance, in coordination with SatixFy intends to file an application with the ITA for a tax ruling (the “Tax Ruling”), which is intended, if and when it is obtained, to provide, among other things, the following (which ruling will be subject to customary conditions regularly associated with such a ruling): (i) the exchange of the share capital of Endurance held by a shareholder of Endurance who holds less than five percent (5%) of the share capital of the Endurance 10 days prior to closing date of the Business Combination for SatixFy Ordinary Shares will be deferred until the actual sale of the SatixFy Ordinary Shares; (ii) the exchange of Endurance Warrants for SatixFy Warrants will not be a taxable event in Israel; and (iii) SatixFy will not be required to withhold Israeli tax on any consideration paid to the shareholders of Endurance.

The main conditions, limitations and restrictions under the Ordinance that are applicable to the Tax Ruling are expected to be as follows: (1) the ratio between the market value of the transferred Endurance

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ordinary shares and the market value of the combined group immediately after the exchange of shares is equal to the ratio between the market value of the issued SatixFy Ordinary Shares and the market value of all rights in the combined group immediately after the exchange of shares; (2) the SatixFy Ordinary Shares issued to all of the transferors grant equal rights to all of such transferors; and (3) all of the shares and all of the rights of a transferor (and of parties associated with it) to purchase shares in Endurance are transferred as part of the exchange of shares, unless the ITA approves otherwise.

There is no assurance that the Tax Ruling will be obtained, and if obtained, it may contain such provisions, terms and conditions as the ITA may prescribe, which may be different from those detailed above. Certain categories of shareholders may be excluded from the scope of any eventual ruling granted by the ITA, and the final determination of the types of holders of Endurance shares who will be included in those categories will be based on the outcome of ongoing discussions with the ITA. Issuance of the Tax Ruling is not a condition to the consummation of the Business Combination Agreement.

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DESCRIPTION OF SATIXFY ORDINARY SHARES

A summary of the material provisions governing SatixFy’s share capital immediately following the completion of the Business Combination is described below. This summary is not complete and should be read together with the A&R Articles of Association, a copy of which is appended to this proxy statement/prospectus as Annex B.

The following descriptions of share capital and provisions of the A&R Articles of Association to be effective upon completion of the Business Combination are summaries and are qualified by reference to the A&R Articles of Association to be effective upon the closing of the Business Combination. Copies of these documents will be filed with the SEC as exhibits to this registration statement. The description of the SatixFy Ordinary Shares reflects changes to SatixFy’s capital structure that will occur upon the closing of the Business Combination. Certain Israeli law matters concerning the provisions of the A&R Articles of Association and the rights of shareholders are further discussed under the section titled “Management Following the Business Combination.”

Unless otherwise indicated or the context otherwise requires, all references in this section entitled “Description of SatixFy Ordinary Shares” to the terms “SatixFy,” the “Company,” “we,” “us” and “our” refer to SatixFy Communications Ltd., together with its subsidiaries.

Authorized Capitalization

Upon the closing of the Business Combination, our authorized share capital will consist of        ordinary shares, no-par value per share, of which, effective upon closing of the Business Combination, 89,055,467 ordinary shares will be issued and outstanding (assuming no public shareholders of Endurance Acquisition Corp. exercise their redemption rights in connection with the Business Combination).

All of our outstanding ordinary shares will be validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights. All ordinary shares will have identical voting and other rights in all respects, unless otherwise will be determined pursuant to the A&R Articles of Association.

Our board of directors may determine the issue prices and terms for such ordinary shares or other securities and may further determine any other provision relating to such issue of shares or securities. We may also issue and redeem redeemable securities on such terms and in such manner as our board of directors shall determine. The board of directors may make calls or assessments upon shareholders with respect to any sum unpaid in respect of ordinary shares held by such shareholders which is not, the terms of allotment thereof or otherwise, payable at a fixed time.

The following descriptions of share capital and provisions of A&R Articles of Association are summaries and are qualified by reference to such articles, which will become effective upon the closing of the Business Combination. Copies of these documents will be filed with the SEC as exhibits to this registration statement. The description of our ordinary shares reflects changes to our capital structure that will occur upon the closing of the Business Combination.

Listing, Registration Number and Purpose

Upon the consummation of the Business Combination, SatixFy Ordinary Shares are expected to be listed and traded on the NYSE under the trading symbol, “SATX.”

Our registration number with the Israeli Registrar of Companies is 51-61350-35. Our purpose as set forth in the A&R Articles of Association is to engage in any activity permitted by law.

Transfer of Shares

Our fully paid ordinary shares are issued in registered form and may be freely transferred under the A&R Articles of Association, unless the transfer is restricted or prohibited by the provisions therein, another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by the

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A&R Articles of Association or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.

Election of Directors

Under the A&R Articles of Association, which will become effective immediately prior to the consummation of the Business Combination, the number of directors on our board of directors must be no less than three (3) and no more than twelve (12), including any external directors required to be appointed under the Israeli Companies Law (if required). The minimum and maximum number of directors may be changed, at any time and from time to time, by a special vote of the holders of at least sixty-six and two-thirds percent (662∕3%) of our outstanding shares.

Other than external directors (if so elected), for whom special election requirements apply under the Israeli Companies Law, the vote required to appoint a director is a simple majority vote. In addition, under the A&R Articles of Association, our board of directors may elect new directors to fill vacancies (whether such vacancy is due to a director no longer serving or due to the number of directors serving being less than the maximum required in the A&R Articles of Association), provided that the total number of directors shall not, at any time, exceed twelve (12) directors and provided that our board of directors may not elect external directors. The A&R Articles of Association provide that the term of a director appointed by our board of directors to fill any vacancy will be for the remaining term of office of the director(s) whose office(s) have been vacated.

Furthermore, under the A&R Articles of Association, our directors, other than external directors, are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors (other than the external directors).

External directors, if so elected, are elected for an initial term of three years, may be elected for additional three-year terms, and may be removed from office pursuant to the terms of the Israeli Companies Law. For further information on the election and removal of external directors, see “Management Following The Business Combination—External Directors.”

Dividend and Liquidation Rights

We have never declared or paid any cash dividends on our ordinary shares. We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings, or as other provided by the A&R Articles of Association. Under the Israeli Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. The A&R Articles of Association will not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by the board of directors.

Pursuant to the Israeli Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according to the company’s most recently reviewed or audited financial statements, provided that the end of the period to which the financial statements relate is not more than six months prior to the date of the distribution. If a company does not meet such criteria, then it may distribute dividends only with court approval. In each case, we would only be permitted to distribute a dividend if its board of directors, and if applicable, the court determines that there is no reasonable concern that payment of the dividend will prevent it from satisfying its existing and foreseeable obligations as they become due.

In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future pursuant to the A&R Articles of Association.

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Exchange Controls

There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of certain countries that are, or have been, in a state of war with Israel at such time.

Shareholder Meetings

Under Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be held no later than 15 months after the date of the previous annual general meeting. All general meetings other than the annual meeting of shareholders are referred to in the A&R Articles of Association as special meetings. Our board of directors may call special meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Israeli Companies Law provides that our board of directors is required to convene a special general meeting upon the written request of (i) any two of our directors or one-quarter of the members of our board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued shares and 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting power.

Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general meeting may request that the board of directors include a matter in the agenda of a general meeting to be convened in the future, such as nominating a director candidate, provided that it is appropriate to discuss such a matter at the general meeting. The A&R Articles of Association contain procedural guidelines and disclosure items with respect to the submission of shareholder proposals for shareholders meetings.

Subject to the provisions of the Israeli Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between four and 40 days prior to the date of the meeting. Furthermore, the Israeli Companies Law requires that resolutions regarding, among other things, the following matters must be passed at a general meeting of our shareholders:

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amendments to the A&R Articles of Association;

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appointment or termination of service of our auditors;

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election of directors, including external directors (unless otherwise determined in the A&R Articles of Association);

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approval of certain related party transactions;

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increases or reductions of our authorized share capital;

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a merger; and

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the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.

Under the A&R Articles of Association, we are not required to give notice to our registered shareholders pursuant to the Israeli Companies Law, unless otherwise required by law. The Israeli Companies Law requires that a notice of any annual general meeting or special general meeting be provided to shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of a merger, or as otherwise required under applicable law, notice must be provided at least 35 days prior to the meeting. Under the Israeli Companies Law, shareholders of a public company are not permitted to take action by written consent in lieu of a meeting. The A&R Articles of Association provide that a notice of general meeting may be served, as a general notice to all shareholders, published by the Company on SatixFy’s website or any appropriate government agency, in accordance with applicable rules and regulations of any stock market upon which the Company’s shares are listed and, if so published, shall be deemed to have been duly given on the date of such publication to any shareholder.

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Limitations on Liability and Indemnification of Directors and Officers

Under the Israeli Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate in advance an office holder from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. The A&R Articles of Association to be effective following the closing of the Business Combination include such a provision. The Company may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders.

Under the Israeli Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association:

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a financial liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent; and

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reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and

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expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law.

Under the Israeli Companies Law and the Israeli Securities Law, a company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association:

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a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

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a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder;

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a financial liability imposed on the office holder in favor of a third-party;

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a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and

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expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law.

Under the Israeli Companies Law, a company may not indemnify, exculpate, or insure an office holder against any of the following:

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a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

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a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

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an act or omission committed with intent to derive illegal personal benefit; or

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a fine or forfeit levied against the office holder.

Under the Israeli Companies Law, exculpation, indemnification, and insurance of office holders must be approved by the audit committee and the board of directors (and, with respect to directors and the chief executive officer, by the shareholders). However, under regulations promulgated under the Israeli Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy that was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.

The A&R Articles of Association permit to us to exculpate, indemnify and ensure its office holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. The office holders are currently covered by a directors and officers’ liability insurance policy.

We had entered into agreements with each of its directors exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to it as a result of a breach of duty of care and undertaking to indemnify them to the fullest extent permitted by law. This indemnification is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.

Effective as of the date of the close of the Business Combination, the maximum indemnification amount set forth in such agreements is limited to an amount equal to the highest of (i) 10% of our valuation (ii) 25 % of our total shareholders’ equity as reflected in our most recent consolidated financial statements prior to the date on which the indemnity payment is made and (iii) 10% of our total market capitalization calculated based on the average closing prices of our ordinary shares over the 30 trading days prior to the actual payment, multiplied by the total number of our issued and outstanding shares as of the date of the payment (other than indemnification for an offering of securities to the public, including by a shareholder in a secondary offering, in which case the maximum indemnification amount is limited to the gross proceeds raised by us and/or any selling shareholder in such public offering). The maximum amount set forth in such agreements is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification arrangement.

In the opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.

There is no pending litigation or proceeding against any of our office holders as to which indemnification is being sought, nor we aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.

Exclusive Jurisdiction of Certain Actions

Unless we consent in writing to the selection of an alternative forum, the competent courts of Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of SatixFy, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of SatixFy to SatixFy or SatixFy’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Israeli Companies Law or the Israeli Securities Law. See “Risk Factors — Risks Related to SatixFy’s Incorporation and Location in Israel — Our amended and restated articles of association to be effective upon the closing of the Business Combination provide that unless SatixFy consents otherwise, the competent courts of Tel Aviv, Israel shall be the sole and exclusive forum for substantially all disputes between SatixFy and

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its shareholders under the Israeli Companies Law and the Israeli Securities Law, which could limit our shareholders’ ability to bring claims and proceedings against, as well as obtain favorable judicial forum for disputes with SatixFy, its directors, officers and other employees.”

Voting Rights

Quorum Requirements

Pursuant to the A&R Articles of Association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting. Under the A&R Articles of Association, the quorum required for general meetings of shareholders must consist of at least two shareholders present in person or by proxy (including by voting deed) holding 331∕3% or more of our voting rights. A meeting adjourned for lack of a quorum will generally be adjourned to the same day of the following week at the same time and place, or to such other day, time or place as indicated by our board of directors if so specified in the notice of the meeting. At the reconvened meeting, any number of shareholders present in person or by proxy shall constitute a lawful quorum.

Vote Requirements

The A&R Articles of Association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Israeli Companies Law or by the A&R Articles of Association.

Pursuant to the A&R Articles of Association, an amendment to the A&R Articles of Association regarding any change of the composition or election procedures of our directors will require a special majority vote of shareholders (662∕3%).

Under the Israeli Companies Law, certain actions require the approval of a special majority vote of shareholders, including: (i) an extraordinary transaction with a controlling shareholder or in which the controlling shareholder has a personal interest, (ii) the terms of employment or other engagement of a controlling shareholder of the company or a controlling shareholder’s relative (even if such terms are not extraordinary) and (iii) certain compensation-related matters, including with respect to compensation of directors and executive officers, described above under “Management Following the Business Combination.” The special majority vote required for the actions in clauses (i) and (ii) require either that (A) at least a majority of the shares of shareholders that do not have a personal interest in the proposal voted at the meeting are voted in favor (disregarding abstentions) or (B) the total number of shares of shareholders who do not have a personal interest in such proposal does not exceed 2% of the aggregate voting rights in the company.

Modification of Class Rights

Under the Israeli Companies Law and the A&R Articles of Association, the rights attached to any class of share, such as voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of shares, in addition to the simple majority vote of all classes of shares voting together as a single class at a shareholder meeting, as set forth in the A&R Articles of Association.

Access to Corporate Records

Under the Israeli Companies Law, shareholders generally have the right to review minutes of our general meetings; our shareholders register and material shareholders register, the A&R Articles of Association, our financial statements and any document that we are required by law to file publicly with the Israeli Companies Registrar or the Israel Securities Authority. In addition, shareholders may request to be provided with any document related to an action or transaction requiring shareholder approval under the related party transaction provisions of the Israeli Companies Law. We may deny this request if we believe it has not been made in good faith or if such denial is necessary to protect our interest or protect a trade secret or patent.

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Changes in Capital

The A&R Articles of Association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Israeli Companies Law and must be approved by a resolution duly adopted by our shareholders at a general meeting. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both our board of directors and an Israeli court.

Registration Rights

Following the Business Combination, certain of our shareholders will be entitled to certain registration rights under the terms of our A&R Shareholders’ Rights Agreement. For a discussion of such rights, see “Certain Relationships and Related Party Transactions — A&R Shareholders’ Agreement.”

Anti-Takeover and Acquisition Provisions under Israeli Law

Acquisitions under Israeli Law

Full Tender Offer.   A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target company’s voting rights or the target company’s issued and outstanding share capital (or of a class thereof) is required by the Israeli Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company (or the applicable class). A person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of voting rights or the issued and outstanding share capital of a certain class of shares is required to make a tender offer to all of the shareholders who hold shares of the relevant class for the purchase of all of the issued and outstanding shares of that class.

If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable class, and more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares.

Upon a successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether such shareholder accepted the tender offer or not, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, under certain conditions, the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli court as described above.

If (a) the shareholders who did not accept the tender offer hold at least 5% of the issued and outstanding share capital of the company (or of the applicable class) and the shareholders who accept the offer constitute a majority of the offerees that do not have a personal interest in the acceptance of the tender offer or (b) the shareholders who did not accept the tender offer hold less than 2% of the issued and outstanding share capital of the company (or of the applicable class), all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. A shareholder who had its shares so transferred may petition an Israeli court within six months from the date of acceptance of the full tender offer, regardless of whether such shareholder agreed to the offer, to determine whether the tender offer was for less than fair value and whether the fair value should be paid as determined by the court. However, an offeror may provide in the offer that a shareholder who accepted the offer will not be entitled to petition the court for appraisal rights as described in the preceding sentence, as long as the offeror and the company disclosed the information required by law in connection with the full tender offer. If the full tender offer was not accepted in accordance with any of the above alternatives, the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s voting rights or the company’s issued and outstanding share capital (or of the applicable class) from shareholders who accepted the tender offer. Shares purchased in contradiction to the full tender offer rules under the Israeli Companies Law

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will have no rights and will become dormant shares for as long as such shares are held by the purchaser who purchased those shares in contradiction with such rules.

Special Tender Offer.   The Israeli Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. This requirement does not apply if there is already another holder of 25% or more of the voting rights in the company. Similarly, the Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company. These requirements do not apply if, in general, the acquisition (1) the acquisition occurs in the context of a private placement by the company that received shareholders’ approval as a private placement whose purpose is to give the purchaser 25% or more of the voting rights in the company, if there is no person who holds 25% or more of the voting rights in the company or as a private placement whose purpose is to give the purchaser 45% of the voting rights in the company, if there is no person who holds 45% of the voting rights in the company, (2) the acquisition was from a shareholder holding 25% or more of the voting rights in the company, which resulted in the purchaser becoming a holder of 25% or more of the voting rights in the company, or (3) the acquisition was from a shareholder holding more than 45% of the voting rights in the company, which resulted in the purchaser becoming a holder of more than 45% of the voting rights of the company.

A special tender offer must be extended to all shareholders of a company. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (excluding the purchaser and its controlling shareholders, holders of 25% or more of the voting rights in the company or any person having a personal interest in the acceptance of the tender offer or any other person acting on their behalf, including the relatives and entities under such person’s control).

In the event that a special tender offer is made, a company’s board of directors is required to express its opinion on the advisability of the offer, or shall abstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention. The board of directors shall also disclose any personal interest that any of the directors has with respect to the special tender offer or in connection therewith. An office holder in a target company who, in his or her capacity as an office holder, performs an action the purpose of which is to cause the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liable to the potential purchaser and shareholders for damages, unless such office holder acted in good faith and had reasonable grounds to believe he or she was acting for the benefit of the company. However, office holders of the target company may negotiate with the potential purchaser in order to improve the terms of the special tender offer, and may further negotiate with third parties in order to obtain a competing offer.

If a special tender offer is accepted, then the shareholders who did not respond to or that had rejected the offer may accept the offer within four (4) days of the last day set for the acceptance of the offer and such shareholders will be considered to have accepted the offer from the first day it was made.

If a special tender offer is accepted, then the acquirer or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer. Shares purchased in contradiction to the special tender offer rules under the Israeli Companies Law will have no rights and will become dormant shares for as long as such shares are held by the purchaser who purchased those shares in contradiction with such rules under the Israeli Companies Law.

Merger.   The Israeli Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Israeli Companies Law are met, by a majority vote of each party’s shares, and, in the case that the shares of the target company are divided into separate classes, a majority vote of each class of its shares, voted on the proposed merger at a shareholders

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meeting. The board of directors of a merging company is required pursuant to the Israeli Companies Law to discuss and determine whether, in its opinion, there exists a reasonable concern that as a result of a proposed merger, the surviving company will not be able to satisfy its obligations towards its creditors, such determination taking into account the financial status of the merging companies. If the board of directors determines that such a concern exists, it may not approve a proposed merger. Following the approval of the board of directors of each of the merging companies, the boards of directors of the merging companies must jointly prepare and execute a merger proposal, and the merging companies must submit the merger proposal to the Israeli Registrar of Companies.

For purposes of the shareholder vote of a merging company whose shares are held by the other merging company, or by a person or entity holding 25% or more of the voting rights at the general meeting of shareholders of the other merging company, or by a person or entity holding the right to appoint 25% or more of the directors of the other merging company, unless a court rules otherwise, the merger will not be deemed approved if a majority of the votes of shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person or entity who holds (or hold, as the case may be) 25% or more of the voting rights or the right to appoint 25% or more of the directors of the other party, vote against the merger. In addition, if the non-surviving entity of the merger has more than one class of shares, the merger must be approved by each class of shareholders. If the transaction would have been approved but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the valuation of the merging companies and the consideration offered to the shareholders. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders.

Under the Israeli Companies Law, each merging company must deliver to its secured creditors the merger proposal and inform its unsecured creditors of the merger proposal and its contents. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities and may further give instructions to secure the rights of creditors.

In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.

Anti-Takeover Measures under Israeli Law

The Israeli Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. As of the closing of the Business Combination, no preferred shares will be authorized under the A&R Articles of Association. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an amendment to the A&R Articles of Association, which requires the prior approval of the holders of a majority of the voting power attaching to our issued and outstanding shares at a general meeting. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Israeli Companies Law and our A&R Articles, as described above in “— Voting Rights.” In addition, as disclosed under “— Election of Directors,” we will have a classified board structure upon the closing of our Business Combination, which will effectively limit the ability of any investor or potential investor or group of investors or potential investors to gain control of our board of directors.

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Transfer Agent and Registrar

The transfer agent and registrar for our ordinary shares is Continental Stock Transfer & Trust Company, its address is 1 State Street, 30th Floor, New York, New York 10004, and its telephone number is +1 (212) 509-4000.

DESCRIPTION OF SATIXFY WARRANTS

Unless otherwise indicated or the context otherwise requires, all references in this section entitled “Description of SatixFy Warrants” to the terms “SatixFy,” the “Company,” “we,” “us” and “our” refer to SatixFy Communications Ltd., together with its subsidiaries.

Public Warrants

Each whole warrant entitles the registered holder to purchase one SatixFy Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Business Combination, except as described below. Pursuant to the SatixFy Warrant Assumption Agreement, a warrant holder may exercise its warrants only for a whole number of SatixFy Ordinary Shares. This means only a whole warrant may be exercised at a given time by a warrant holder. The warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

We will not be obligated to deliver any SatixFy Ordinary Share pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the SatixFy Ordinary Share issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available, including in connection with a cashless exercise permitted as a result of a notice of redemption described below under “— Redemption of warrants when the price per SatixFy Ordinary Share equals or exceeds $10.00.” No warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the SatixFy Ordinary Share underlying such unit.

We have agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, we will use our commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the issuance, under the Securities Act, of the SatixFy Ordinary Shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the SatixFy Warrant Assumption Agreement. If any such registration statement has not been declared effective by the 60th business day following the closing of the Business Combination, holders of the warrants will have the right, during the period beginning on the 61st business day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the company fails to have maintained an effective registration statement covering the issuance of the SatixFy Ordinary Shares issuable upon exercise of the warrants, to exercise such warrants on a “cashless basis.” Notwithstanding the above, if the SatixFy Ordinary Shares are, at the time of any exercise of a warrant, not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is

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not available. In the case of a cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of SatixFy Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of SatixFy Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” ​(defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361 SatixFy Ordinary Shares per warrant. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the SatixFy Ordinary Shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of warrants when the price per SatixFy Ordinary Share equals or exceeds $18.00.   Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the SatixFy Private Warrants):

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in whole and not in part;

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at a price of $0.01 per warrant;

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upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

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if, and only if, the last reported sale price of the SatixFy Ordinary Shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”).

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the SatixFy Ordinary Shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those SatixFy Ordinary Shares is available throughout the 30-day redemption period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the SatixFy Ordinary Shares may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

Redemption of warrants when the price per SatixFy Ordinary Share equals or exceeds $10.00.   Once the warrants become exercisable, we may redeem the outstanding warrants:

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in whole and not in part;

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at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the SatixFy Ordinary Share (as defined below) except as otherwise described below;

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if, and only if, the Reference Value (as defined above under “— Redemption of warrants when the price per SatixFy Ordinary Share equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”); and

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if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “— Anti-dilution Adjustments”), the SatixFy Private Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

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During the period beginning on the date the notice of redemption is given, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent the number of SatixFy Ordinary Shares that a warrant holder will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of the SatixFy Ordinary Shares on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on volume weighted average price of the SatixFy Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.

Redemption Date (period to expiration of warrants)	Fair Market Value of Shares of Class A Ordinary Shares
	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		≥18.00
60 months	​	0.261	​	0.281	​	0.297	​	0.311	​	0.324	​	0.337	​	0.348	​	0.358	​	0.361
57 months	​	0.257	​	0.277	​	0.294	​	0.310	​	0.324	​	0.337	​	0.348	​	0.358	​	0.361
54 months	​	0.252	​	0.272	​	0.291	​	0.307	​	0.322	​	0.335	​	0.347	​	0.357	​	0.361
51 months	​	0.246	​	0.268	​	0.287	​	0.304	​	0.320	​	0.333	​	0.346	​	0.357	​	0.361
48 months	​	0.241	​	0.263	​	0.283	​	0.301	​	0.317	​	0.332	​	0.344	​	0.356	​	0.361
45 months	​	0.235	​	0.258	​	0.279	​	0.298	​	0.315	​	0.330	​	0.343	​	0.356	​	0.361
42 months	​	0.228	​	0.252	​	0.274	​	0.294	​	0.312	​	0.328	​	0.342	​	0.355	​	0.361
39 months	​	0.221	​	0.246	​	0.269	​	0.290	​	0.309	​	0.325	​	0.340	​	0.354	​	0.361
36 months	​	0.213	​	0.239	​	0.263	​	0.285	​	0.305	​	0.323	​	0.339	​	0.353	​	0.361
33 months	​	0.205	​	0.232	​	0.257	​	0.280	​	0.301	​	0.320	​	0.337	​	0.352	​	0.361
30 months	​	0.196	​	0.224	​	0.250	​	0.274	​	0.297	​	0.316	​	0.335	​	0.351	​	0.361
27 months	​	0.185	​	0.214	​	0.242	​	0.268	​	0.291	​	0.313	​	0.332	​	0.350	​	0.361
24 months	​	0.173	​	0.204	​	0.233	​	0.260	​	0.285	​	0.308	​	0.329	​	0.348	​	0.361
21 months	​	0.161	​	0.193	​	0.223	​	0.252	​	0.279	​	0.304	​	0.326	​	0.347	​	0.361
18 months	​	0.146	​	0.179	​	0.211	​	0.242	​	0.271	​	0.298	​	0.322	​	0.345	​	0.361
15 months	​	0.130	​	0.164	​	0.197	​	0.230	​	0.262	​	0.291	​	0.317	​	0.342	​	0.361
12 months	​	0.111	​	0.146	​	0.181	​	0.216	​	0.250	​	0.282	​	0.312	​	0.339	​	0.361
9 months	​	0.090	​	0.125	​	0.162	​	0.199	​	0.237	​	0.272	​	0.305	​	0.336	​	0.361
6 months	​	0.065	​	0.099	​	0.137	​	0.178	​	0.219	​	0.259	​	0.296	​	0.331	​	0.361

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Redemption Date (period to expiration of warrants)	Fair Market Value of Shares of Class A Ordinary Shares
	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		≥18.00
3 months	​	0.034	​	0.065	​	0.104	​	0.150	​	0.197	​	0.243	​	0.286	​	0.326	​	0.361
0 months	​	—	​	—	​	0.042	​	0.115	​	0.179	​	0.233	​	0.281	​	0.323	​	0.361

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of SatixFy Ordinary Shares to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of the SatixFy Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 SatixFy Ordinary Shares for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of the SatixFy Ordinary Shares during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 SatixFy Ordinary Shares for each whole warrant. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 SatixFy Ordinary Shares per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any SatixFy Ordinary Shares.

This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the SatixFy Private Warrants) when the trading price for the SatixFy Ordinary Shares exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the SatixFy Ordinary Shares are trading at or above $10.00 per share, which may be at a time when the trading price of the SatixFy Ordinary Shares is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants when the price per SatixFy Ordinary Share equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.

As stated above, we can redeem the warrants when the SatixFy Ordinary Shares are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the SatixFy Ordinary Shares are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer SatixFy Ordinary Shares than they would have received if they had chosen to wait to exercise their warrants for SatixFy Ordinary Shares if and when such SatixFy Ordinary Shares were trading at a price higher than the exercise price of $11.50. As of August 17, 2022, the closing price for each Endurance Public Share was $9.90. Assuming that the SatixFy Ordinary Shares trade at the same price after the Closing, SatixFy will not be able to redeem the SatixFy Public Warrants prior to their exercise.

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No fractional SatixFy Ordinary Shares will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of SatixFy Ordinary Shares to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the SatixFy Ordinary Shares pursuant to the SatixFy Warrant Assumption Agreement, the warrants may be exercised for such security.

Redemption procedures.   A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the SatixFy Ordinary Shares issued and outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments.   If the number of issued and outstanding SatixFy Ordinary Shares is increased by a capitalization or share dividend payable in SatixFy Ordinary Shares, or by a split-up of SatixFy Ordinary Shares or other similar event, then, on the effective date of such capitalization or share dividend, split-up or similar event, the number of SatixFy Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the issued and outstanding SatixFy Ordinary Shares. A rights offering to holders of SatixFy Ordinary Shares entitling holders to purchase SatixFy Ordinary Shares at a price less than the “historical fair market value” ​(as defined below) will be deemed a share dividend of a number of SatixFy Ordinary Shares equal to the product of (1) the number of SatixFy Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for SatixFy Ordinary Shares) and (2) one minus the quotient of (x) the price per SatixFy Ordinary Share paid in such rights offering and (y) the historical fair market value. For these purposes, (1) if the rights offering is for securities convertible into or exercisable for SatixFy Ordinary Shares, in determining the price payable for SatixFy Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (2) “historical fair market value” means the volume weighted average price of SatixFy Ordinary Shares during the 10 trading day period ending on the trading day prior to the first date on which the SatixFy Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the warrants are outstanding and unexpired, pay to all or substantially all of the holders of SatixFy Ordinary Shares a dividend or make a distribution in cash, securities or other assets to the holders of SatixFy Ordinary Shares on account of such SatixFy Ordinary Shares, other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the SatixFy Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, or (c) to satisfy the redemption rights of the holders of SatixFy Ordinary Shares in connection with the Business Combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each SatixFy Ordinary Shares in respect of such event.

If the number of issued and outstanding SatixFy Ordinary Shares is decreased by a consolidation, combination, reverse share sub-division or reclassification of SatixFy Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of SatixFy Ordinary Shares issuable on exercise of each warrant will be decreased in proportion to such decrease in issued and outstanding SatixFy Ordinary Shares.

Whenever the number of SatixFy Ordinary Shares purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of SatixFy Ordinary Shares purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of SatixFy Ordinary Shares so purchasable immediately thereafter.

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After the consummation of the Business Combination, in case of any reclassification or reorganization of the issued and outstanding SatixFy Ordinary Shares, or in the case of a merger or consolidation of us with or into another corporation (other than a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding SatixFy Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the SatixFy Ordinary Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares, stock or other equity securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such merger or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding SatixFy Ordinary Shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the SatixFy Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the SatixFy Warrant Assumption Agreement. Additionally, if less than 70% of the consideration receivable by the holders of SatixFy Ordinary Shares in such a transaction is payable in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the SatixFy Warrant Assumption Agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the SatixFy Warrant Assumption Agreement) of the warrant.

Upon the closing of the Business Combination, the warrants will be issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the SatixFy Warrant Assumption Agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants. The SatixFy Warrant Assumption Agreement provides that (a) the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the SatixFy Warrant Assumption Agreement to the description of the terms of the warrants and the SatixFy Warrant Assumption Agreement set forth in this prospectus, or defective provision or (ii) adding or changing any provisions with respect to matters or questions arising under the SatixFy Warrant Assumption Agreement as the parties to the SatixFy Warrant Assumption Agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants and (b) all other modifications or amendments require the vote or written consent of at least 50% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the SatixFy Private Warrants or any provision of the SatixFy Warrant Assumption Agreement with respect to the SatixFy Private Warrants, at least 50% of the then outstanding SatixFy Private Warrants.

The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting rights until they exercise their warrants and receive SatixFy Ordinary Shares. After the issuance of SatixFy

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Ordinary Shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.

No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the SatixFy Warrant Assumption Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

PIPE Warrants

Each of the 1,455,000 PIPE Warrants, pursuant to the terms of the Subscription Agreements, shall be issued on the same terms and subject to the same limitations applicable to the Public Warrants as described in the SatixFy Warrant Assumption Agreement and as provided in the PIPE Warrant Agreement, except that the PIPE Warrants (i) will bear a unique CUSIP identifier, (ii) will be subject to the resale restrictions and registration rights set forth in the Subscription Agreements and (iii) will bear a book-entry restrictive legend until registered with the SEC under an effective registration statement.

Private Warrants

Each of the 7,630,000 SatixFy Private Warrants (including the SatixFy Ordinary Shares issuable upon exercise of the SatixFy Private Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions described in the SatixFy Warrant Assumption Agreement, to Endurance’s directors and officers and other persons or entities affiliated with the Sponsor) and they will not be redeemable by us (except as described above under “—​Public Shareholders’ Warrants — Redemption of warrants when the price per SatixFy Ordinary Share equals or exceeds $10.00”) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the SatixFy Private Warrants on a cashless basis and have certain registration rights described herein. Otherwise, the SatixFy Private Warrants have terms and provisions that are identical to the SatixFy Public Warrants. If the SatixFy Private Warrants are held by holders other than the Sponsor or its permitted transferees, the SatixFy Private Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the SatixFy Public Warrants. In addition, for as long as the SatixFy Private Warrants are held by Cantor or its designees or affiliates, they will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the commencement of sales in the Endurance IPO.

Except as described under “— Public Shareholders’ Warrants — Redemption of warrants when the price per SatixFy Ordinary Share equals or exceeds $10.00,” if holders of the SatixFy Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of SatixFy Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of SatixFy Ordinary Shares underlying the warrants, multiplied by the excess of the “historical fair market value” ​(defined below) less the exercise price of the warrants by (y) the historical fair market value. For these purposes, the “historical fair market value” shall mean the average last reported sale price of the SatixFy Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.

Except as described above, the Private Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period.

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SATIXFY ORDINARY SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Business Combination, SatixFy will have 250,000,000 ordinary shares authorized and, based on the assumptions set out elsewhere in this proxy statement/prospectus, 89,055,467 ordinary shares issued and outstanding, assuming the Pre-Closing Recapitalization has occurred based on a stock split ratio, which is subject to change, and no Endurance ordinary shares are redeemed in connection with the Business Combination. All of the SatixFy Ordinary Shares issued in connection with the Business Combination will be freely transferable by persons other than by SatixFy’s “affiliates” without restriction or further registration under the Securities Act, except for (i) approximately 34,220,467 SatixFy Ordinary Shares (upon the consummation of the Business Combination) held by certain shareholders (other than the Sponsor) that have agreed not to sell such shares for a period of 180 days following the consummation of the Business Combination, (ii) 2,770,000 SatixFy Ordinary Shares issued to the Sponsor, which are subject to the lock-up described below, (iii) the PIPE Shares and the SatixFy Ordinary Shares underlying the PIPE Warrants, each of which are also subject to securities law restrictions, (iv) the 1,566,923 SatixFy Ordinary shares otherwise issuable to the Sponsor and existing SatixFy shareholders held in escrow pursuant to the Subscription Agreements until their release from escrow (most of which shares are also included in clauses (i) and (ii) above), (v)  628,000 Unvested Sponsor Interests which would remain subject to vesting and forfeiture if Aggregate Transaction Proceeds are less than $115.0 million, pursuant to the SponsorLetter Agreement (which shares are also included in clause (ii) above), (vi) 27,500,000 Price Adjustment Shares, which are subject to vesting, until such shares are vested (which shares are also included in clause (ii) above) and (vii) the shares eligible to be issued pursuant to the Equity Line of Credit, which will be subject to securities law restrictions upon their initial issuance. The SatixFy Warrants will become exercisable 30 days following the closing of the Business Combination and we expect the SatixFy Ordinary Shares underlying the SatixFy Public Warrants to be freely transferable upon such exercise, as we intend to file a registration statement registering such shares with the SEC. The remaining SatixFy Ordinary Shares held by existing SatixFy shareholders are subject to the lock-up restrictions described below and are subject to securities law restrictions, though may still be sold pursuant to Rule 144, with the exception of the SatixFy Ordinary Shares held by Francisco, which are not subject to the lock-up restrictions described below. Sales of substantial amounts of the SatixFy Ordinary Shares in the public market could adversely affect prevailing market prices of the SatixFy Ordinary Shares.

Lock-up Periods and Registration Rights

A&R Shareholders’ Agreement Lock-up

Concurrently with the execution of the Business Combination Agreement, SatixFy, the Sponsor, Endurance, the directors and advisors of Endurance, and certain shareholders of SatixFy entered into the A&R Shareholders’ Agreement pursuant to which, following completion of the Transactions, each of the shareholders of SatixFy party thereto (other than the Sponsor) have agreed not to transfer its SatixFy Ordinary Shares, except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter.

A&R Shareholders’ Agreement Registration Rights

Under the A&R Shareholders’ Agreement, SatixFy agreed to register for resale upon demand certain SatixFy Ordinary Shares that are held by the parties thereto from time to time. In certain circumstances, various parties to the A&R Shareholders’ Agreement will be entitled to customary piggyback registration rights, in each case subject to certain limitations set forth in the A&R Shareholders’ Agreement. In addition, the A&R Shareholders’ Agreement provides that SatixFy will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities. The rights granted under the A&R Shareholders’ Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to SatixFy securities, and all such prior agreements shall be terminated.

Sponsor Letter Agreement Lock-up

The Sponsor has agreed not to transfer certain of its SatixFy Ordinary Shares and SatixFy Private Warrants, except to certain permitted transferees, beginning on the closing date of the Business Combination

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and continuing until the earlier of (i) one hundred eighty (180) days thereafter and (ii) when SatixFy completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all SatixFy shareholders having the right to exchange their ordinary shares for cash, securities or other property.

A&R Registration Rights Agreement

Concurrently with the execution of the Business Combination Agreement, Endurance, the Sponsor and Cantor will enter into the A&R Registration Rights Agreement pursuant to which, following completion of the Transactions, the parties to the A&R Registration Rights Agreement will receive the same registration rights as those persons party to the A&R Shareholders’ Agreement. The parties to the A&R Registration Rights Agreement will also be entitled customary demand and/or piggyback registration rights, in each case subject to certain limitations consistent with A&R Shareholders’ Agreement. The rights granted under the A&R Registration Rights Agreement supersede any prior registration, qualification, or similar rights of the parties with respect to SatixFy or Endurance securities (other than the A&R Shareholders’ Agreement), and all such prior agreements shall be terminated.

Articles of Association Lock-up

Under the A&R Articles of Association to be in effect as of the consummation of the Business Combination, each existing SatixFy shareholder, with the exception of Francisco, as of immediately prior to the consummation of the Business Combination will be restricted from transferring SatixFy Ordinary Shares (excluding any SatixFy Ordinary Shares acquired by the shareholder in open market transactions after March 8, 2022), except to certain permitted transferees, beginning on the closing date of the Business Combination and continuing for a period of one hundred eighty (180) days thereafter.

PIPE Resale Shelf

Pursuant to the Subscription Agreements relating to the PIPE, SatixFy has agreed that, within thirty (30) calendar days after the consummation of the Business Combination, it will file with the SEC (at SatixFy’s sole cost and expense) a registration statement registering the resale of the PIPE Shares, the SatixFy Ordinary Shares underlying the PIPE Warrants and the PIPE Warrants (the “Resale Registration Statement”), and SatixFy will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, subject to certain conditions.

Equity Line of Credit Resale Shelf

Pursuant to the CF Registration Rights Agreement, SatixFy has agreed that, within thirty (30) calendar days after the consummation of the Business Combination, it will file with the SEC (at SatixFy’s sole cost and expense) an initial registration statement registering the resale of SatixFy Ordinary Shares issuable pursuant to the Equity Line of Credit.

Equity Grant Agreement Resale Shelf

Pursuant to the equity grant agreement relating to the 2022 Credit Agreement, SatixFy has agreed that, within sixty (60) calendar days after the consummation of the Business Combination, it will file with the SEC (at SatixFy’s sole cost and expense) a registration statement registering the resale of the 808,907 SatixFy Ordinary Shares granted to Francisco thereto, and SatixFy will use its commercially reasonable efforts to have such resale registration statement declared effective as soon as practicable after the filing thereof, subject to certain conditions.

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted SatixFy Ordinary Shares for at least six months would, subject to the restrictions noted in the section below, be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of SatixFy at the time of, or at any time during the three months preceding, a sale and (ii) SatixFy has been subject to the Exchange Act periodic reporting requirements for at least three months before the sale

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and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as SatixFy was required to file reports) preceding the sale.

Persons who have beneficially owned restricted SatixFy Ordinary Shares for at least six months but who are affiliates of SatixFy at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•

1% of the total number of SatixFy Ordinary Shares then outstanding; or

•

the average weekly reported trading volume of the SatixFy Ordinary Shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales by affiliates of SatixFy under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about SatixFy.

Sales by affiliates of SatixFy under Rule 144 are also limited by manner of sale provisions and notice requirements and by the availability of current public information about SatixFy.

Options

We intend to file a registration statement on Form S-8 under the Securities Act to register ordinary shares reserved for issuance under our equity compensation programs. The registration statement on Form S-8 will become effective automatically upon filing.

Ordinary shares issued upon exercise of a share option and registered under the Form S-8 registration statement will, subject to vesting provisions, lock-up restrictions and Rule 144 volume limitations applicable to our affiliates, be available for sale in the open market immediately after the applicable 180 day lock-up period expires.

321

COMPARISON OF RIGHTS OF SATIXFY SHAREHOLDERS AND ENDURANCE SHAREHOLDERS

The rights of the shareholders of SatixFy and the relative powers of the SatixFy board of directors are governed by the laws of the State of Israel and the SatixFy A&R Articles of Association. As a result of the Business Combination, securities held by the Endurance shareholders and warrantholders will be canceled and automatically converted into the right to receive SatixFy Ordinary Shares and/or SatixFy Warrants. Each SatixFy Ordinary Share will be issued in accordance with, and subject to the rights and obligations of, the A&R Articles of Association which will be effective upon the consummation of the Business Combination, in substantially the form attached hereto as Annex B. Because SatixFy will be, at the Effective Time, a company organized under the laws of the State of Israel, the rights of the shareholders of Endurance will be governed by Israeli law and the A&R Articles of Association.

Many of the principal attributes of SatixFy Ordinary Shares and Endurance ordinary shares will be similar. However, there are differences between the rights of shareholders of SatixFy under Israeli law and the rights of shareholders of Endurance, as in effect prior to the consummation of the Business Combination under the laws of the Cayman Islands. In addition, there are differences between the A&R Articles of Association as such will be in effect from and after the consummation of the Business Combination and the Endurance Articles.

The following is a summary comparison of the material differences between the rights of Endurance shareholders under the Endurance Articles and the laws of the Cayman Islands, and the rights of SatixFy shareholders under Israeli law and the A&R Articles of Association to be effective upon consummation of the Business Combination. The discussion in this section does not include a description of rights or obligations under the United States federal securities laws or the NYSE listing requirements or of SatixFy’s or Endurance’s governance or other policies.

The statements in this section are qualified in their entirety by reference to, and are subject to, the detailed provisions of the Israeli Companies Law, the A&R Articles of Association as they will be in effect from and after the Effective Time, the Cayman Companies Law and the Endurance Articles. The Endurance Articles are filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. You are also urged to carefully read the relevant provisions of the Israeli Companies Law and the Cayman Companies Law for a more complete understanding of the differences between being a shareholder of SatixFy and a shareholder of Endurance.

​	SatixFy	Endurance
Authorized and Outstanding Capital Stock	Upon the closing of the Business Combination, SatixFy’s authorized capital shall include only one class of ordinary shares, no par value per share. The aggregate share capital of SatixFy is SatixFy Ordinary Shares.	Endurance’s authorized share capital consists of US$22,200 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 2,000,000 preference shares of a par value of US$0.0001 each, of which there are 20,000,000 Class A ordinary shares issued and outstanding, 5,000,000 Class B ordinary shares issued and outstanding and no preference shares issued and outstanding as of the record date.
Special Meetings of Shareholders or Stockholders	Pursuant to the Israeli Companies Law, the SatixFy board of directors may whenever it thinks fit convene an extraordinary general meeting, and, as provided in the Israeli Companies Law, it shall be obliged to do so upon the written request of (i) any two or more of its directors, (ii) one-quarter	The Endurance Articles provide that the Endurance directors may, whenever they think fit, call general meetings, and, shall on a shareholder’ requisition forthwith proceed to convene an extraordinary general meeting of Endurance. A shareholders’ requisition is a

322

​	SatixFy	Endurance
​	or more of the serving shareholders of its board of directors or (iii) one or more shareholders holding, in the aggregate, either (a) 5% or more of SatixFy’s issued and outstanding shares and 1% or more of SatixFy’s outstanding voting power or (b) 5% or more of SatixFy’s outstanding voting power.	requisition of shareholders holding at the date of deposit of the requisition not less than 30% in par value of the issued Endurance shares which as at that date carry the right to vote at general meetings of Endurance.
Action by Written Consent	The Israeli Companies Law prohibits shareholder action by written consent in public companies such as SatixFy.	The Endurance Articles permit the shareholders to approve resolutions by way of unanimous written resolution.
Quorum	Board of Directors.   At all meetings of SatixFy’s board of directors, a quorum shall be deemed to exist when at least a majority of the directors then in office, who are not legally prevented from participating and voting, are present. Shareholders.   The quorum required for either an annual (regular) or a special general meeting of SatixFy’s shareholders consists of at least two SatixFy shareholders present in person or by proxy holding shares conferring in the aggregate at least 331∕3% of the voting rights of SatixFy. If an SatixFy shareholder meeting that was convened by the SatixFy board of directors and no quorum is present within half an hour from the time appointed for the meeting, the meeting shall be adjourned to the same day one week later at the same time and place, or to such day and at such time and place as indicated in the notice of such meeting, or to such other day, time and place as the chairman of the meeting may determine. Any number of shareholders shall constitute a quorum at such adjourned general meeting, for the business for which the original meeting was called. No business shall be transacted at any general meeting of SatixFy unless a quorum of shareholders is present at the opening of the general meeting.	Board of Directors.   The Endurance Articles provide that the quorum for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be a majority of the directors then in office. A person who holds office as an alternate director shall, if his appointor is not present, be counted in the quorum. A director who also acts as an alternate director shall, if his appointor is not present, count twice towards the quorum. Shareholders.   The Endurance Articles provide that one or more shareholders holding at least a majority of the paid up voting share capital of Endurance present in person or by proxy and entitled to vote at that meeting shall form a quorum: A person may participate at a general meeting by conference telephone, video, a virtual platform or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting. If a quorum is not present within half an hour from the time appointed for the meeting to commence, or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a shareholder’s requisition, shall be dissolved and in any other case it shall stand adjourned to the same day

323

​	SatixFy	Endurance
​	​	in the next week at the same time and place or to such other day, time and/or place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the shareholders present shall be a quorum. No business shall be transacted at any general meeting of Endurance unless a quorum of shareholders is present.
Notice of Meetings	Unless otherwise required by the Israeli Companies Law and the A&R Articles of Association, SatixFy is not required to give notice under Section 69 of the Israeli Companies Law. A notice of general meeting to a shareholder may be served, as a general notice to all shareholders, published by the Company on the website of the Company or any appropriate government agency, in accordance with applicable rules and regulations of any stock market upon which the Company’s shares are listed, at least 21 days prior to the general meeting (or earlier if so required under the Statutes) and, if so published, shall be deemed to have been duly given on the date of such publication to any shareholder. If the agenda of the meeting includes (among other things) the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of a merger, notice must be provided at least 35 days prior to the general meeting.	The Endurance Articles provide that at least five clear days’ notice shall be given of any general meeting. The term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting. The Endurance Articles provide that notices shall be in writing and may be given by Endurance to any shareholder either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in Endurance’s register of members (or where the notice is given by e-mail by sending it to the e-mail address provided by such shareholder). For so long as any of the Endurance shares are traded on a designated stock exchange, notice must also be served in accordance with the requirements of the designated stock exchange.
Advance Notice Provisions	Pursuant to the Israeli Companies Law and the regulations promulgated thereunder, the holder(s) of at least one percent of SatixFy’s voting rights may propose any matter appropriate for deliberation at a SatixFy shareholder meeting to be included on the agenda of a SatixFy shareholder meeting, including nomination of candidates for directors, generally by submitting a proposal within seven	The Endurance Articles provide that shareholders seeking to bring business before the annual general meeting or to nominate candidates for appointment as directors at the annual general meeting must deliver notice to the principal executive offices of Endurance not less than 120 calendar days before the date of Endurance’s proxy statement released to shareholders in connection with the

324

​	SatixFy	Endurance
​	days of publicizing the convening of a SatixFy shareholder meeting, or, if SatixFy publishes a preliminary notice at least 21 days prior to publicizing the convening of a SatixFy shareholder meeting stating its intention to convene such meeting and the agenda thereof, within 14 days of such preliminary notice. Any such proposal must further comply with the information requirements under applicable law and A&R Articles of Association to be effective upon the closing of the Business Combination.	previous year’s annual general meeting or, if Endurance did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the directors with such deadline being a reasonable time before Endurance begins to print and send its related proxy materials.
Bylaw Amendments	Amendment of the A&R Articles of Association shall be in accordance with the Israeli Companies Law, and the A&R Articles of Association may generally be amended by an ordinary resolution of the general meeting of the Company.	Please see Charter Amendments.
Charter Amendments	According to the SatixFy’s Articles, all SatixFy shareholder’s resolutions, including amendments to the A&R Articles of Association, generally require a majority of the voting power represented at the meeting and voting thereon. An amendment to the SatixFy A&R Articles also requires Board approval. In addition, the affirmative vote of the holders of sixty-six and two-thirds percent (66 and 2/3%) or more of the votes cast by those shareholders voting in person or by proxy (including by voting deed) shall be required to amend or alter Articles 19.4 and 19.6 (relating to the general meetings); and Article 22.1 (relating to the Powers, Composition, Election and Number of Directors).	The Endurance Articles provide that the Memorandum and Articles of Association of Endurance may only be amended by a special resolution passed by a majority of at least two-thirds (or, prior to the consummation of an initial business combination, with respect to amending Article 31.2 (relating to the appointment and removal of directors prior to the closing of a business combination), a majority of at least 90 per cent) of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution.
Size of Board of Directors, Election of Directors	The A&R Articles of Association provide that the number of directors shall be not less than three or more than twelve, including any external directors, required to be appointed by the Israeli Companies Law. There are currently directors serving on the SatixFy board of directors. Under the A&R Articles of Association, the directors of SatixFy (except for any external director that may be elected under the Israeli	The Endurance Articles provide that the number of directors shall be not less than one person and the maximum number of directors shall be unlimited, provided however that the shareholders may by ordinary resolution increase or reduce the limits in the number of directors. There are currently five directors serving on Endurance’s board of directors. The shareholders may appoint any person to be a director by ordinary resolution (being a resolution passed

325

SatixFy

Endurance

Companies Law, whose term is determined in accordance with the Israeli Companies Law) are divided into three classes with staggered three-year terms. Each class of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors. At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election, such that from the annual general meeting of 2022 and after, each year the term of office of only one class of directors will expire. Under the Israeli Companies Law, generally, a public company must have at least two external directors who meet certain independence and non-affiliation criteria. In addition, although not required by Israeli law, SatixFy may classify directors as “independent directors” pursuant to the Israeli Companies Law if they meet certain conditions provided in the Israeli Companies Law. However, pursuant to regulations promulgated under the Israeli Companies Law, companies with shares traded on certain U.S. stock exchanges, including the NYSE, may, subject to certain conditions, “opt out” from the Israeli Companies Law requirements to appoint external directors. In accordance with these regulations, SatixFy has elected to “opt out” from the Israeli Companies Law requirement to appoint external directors.

by a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution), provided that, in accordance with Article 31.2 of the Endurance Articles, prior to the consummation of an initial business combination only holders of Endurance Class B ordinary shares have the right to vote on such ordinary resolution for the election of directors. Prior to the consummation of an initial business combination, holders of Endurance Public Shares have no right to vote on the appointment of any director. The directors may appoint any person to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Endurance Articles as the maximum number of directors. The Endurance Articles provide that any director (but not an alternate director) may by writing appoint any other director, or any other person willing to act, to be an alternate director and by writing may remove from office an alternate director so appointed by him. An alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his appointor is a member, to attend and vote at every such meeting at which the director appointing him is not personally present, to sign any written resolution of the directors (except where such written resolution of the directors have been signed by the appointing director), and generally to perform all the functions of his appointor as a director in his absence. In addition, a director (but not an alternate director) may be represented at any meetings of the board of directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing director.

326

​	SatixFy	Endurance
​	​	The Endurance Articles do not contain provisions for a staggered board of directors or term limits.
Removal of Directors	The SatixFy shareholders may, by a vote of least 662∕3% of the total voting power of the SatixFy’s shareholders, remove any director from office, and elect a new director instead.	The Endurance Articles provide that the shareholders may remove any director by ordinary resolution (being a resolution passed by a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution), provided that, in accordance with Article 31.2 of the Endurance Articles, prior to the consummation of an initial business combination only holders of Endurance Class B ordinary shares have the right to vote on such ordinary resolution for the removal of director. Prior to the consummation of an initial business combination, holders of Endurance Public Shares have no right to vote on the removal of any director. The Endurance Articles in addition provide that the office of a director shall be vacated if: (a) the director gives notice in writing to Endurance that he resigns the office of director; (b) the director absents himself (for the avoidance of doubt, without being represented by proxy or an alternate director appointed by him) from three consecutive meetings of the board of directors without special leave of absence from the directors, and the directors pass a resolution that he has by reason of such absence vacated office; (c) the director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; (d) the director is found to be or becomes of unsound mind; (e) all of the other directors (being not less than two in number) determine that he should be removed as a director, either by a resolution passed by all of the other directors at a meeting of the directors duly convened and held in accordance with the Endurance Articles or by a resolution in writing signed by all of the other directors; or (f) the director

327

​	SatixFy	Endurance
​	​	is removed from office pursuant to any other provision of the Endurance Articles.
Board of Director Vacancies and Newly Created Directorships	The A&R Articles of Association provide that in the event that one or more vacancies are created on the SatixFy board of directors, however arising, including a situation in which the number of directors is less than the maximum number permitted, the continuing directors may continue to act in every matter and the board of directors may appoint directors to temporarily fill any such vacancy. If determined by the board of directors, any vacancy may be filled by a shareholder resolution.    In the event that the vacancy creates a situation where the number of directors is less than three, the continuing directors may only act (i) in an emergency, (ii) to fill the office of a director which has become vacant, or (iii) in order to call a general meeting of the SatixFy shareholders for the purpose of electing directors to fill any and all vacancies. Each director appointed as a result of a vacancy shall hold office for the remaining period of time during which the director whose service has ended would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number, the board of directors shall determine at the time of appointment the class to which the additional director shall be assigned.	Please see Size of Board of Directors, Election of Directors.
Corporate Opportunity	Under the Israeli Companies Law, the duty of loyalty requires that a director (and officer) act in good faith and in the best interests of the company, and includes, among other things, the duty to refrain from any activity that is competitive with the business of the company and the duty to refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself, herself, itself or others.	Under Cayman Islands law, directors and officers owe fiduciary duties, including a duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole and a duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. The duty to avoid conflicts of interests includes a duty not to engage in self-dealing or to otherwise benefit as a result of their position. However, in

328

SatixFy

Endurance

​

some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders; provided that there is full disclosure by the directors. This can be done by way of permission granted in the company’s memorandum and articles of association or alternatively by shareholder approval at general meetings. The Endurance Articles provide that, to the fullest extent permitted by applicable law, neither the Sponsor nor any individual serving as a director or officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Endurance. The Endurance Articles further provide that, to the fullest extent permitted by applicable law, Endurance renounces any interest or expectancy of the company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either the Sponsor of its directors or officers, on the one hand, and the company, on the other, unless such opportunity is expressly offered to such director or officer in their capacity as a director or officer Endurance and the opportunity is one the company is legally and contractually permitted to undertake and would otherwise be reasonable for the company to pursue. To the fullest extent permitted by applicable law, the Sponsor and the Endurance’s directors and officers shall have no duty to communicate or offer any such corporate opportunity to Endurance and shall not be liable to the company or its shareholders for breach of any fiduciary duty as a shareholder, director and/or officer of Endurance solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another

329

​	SatixFy	Endurance
​	​	person, or does not communicate information regarding such corporate opportunity to Endurance, unless such opportunity is expressly offered to such director or officer in their capacity as a director or officer of Endurance and the opportunity is one the company is legally and contractually permitted to undertake and would otherwise be reasonable for the company to pursue.
Exclusive Forum	SatixFy’s A&R Articles of Association to be effective upon the closing of the Business Combination provide that unless SatixFy consents in writing to the selection of an alternative forum, (i) the federal district courts of the United States of America shall be the for the resolution of any complaint asserting a cause of action arising under the Securities Act, and (ii) the competent courts in Tel Aviv, Israel shall be the exclusive forum for (a) any derivative action or proceeding brought on behalf of SatixFy, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of SatixFy to SatixFy or its shareholders, or (c) any action asserting a claim arising pursuant to any provision of the Israeli Companies Law or the Securities Law 5728-1968 and the regulations promulgated thereunder and providing that any person or entity purchasing or otherwise acquiring or holding any interest in shares of SatixFy shall be deemed to have notice of and consented to these provisions.	No equivalent provision.
Limitation of Liability	SatixFy’s A&R Articles of Association to be effective upon the closing of the Business Combination provide that SatixFy may, subject and pursuant to the provisions of the Israeli Companies Law or other additionally applicable law, exempt SatixFy directors and officers from and against all liability for damages due to any breach of such director’s or officer’s duty of care. However, SatixFy may not exempt a director in advance from his liability toward	The Endurance Articles provide that no director or officer (including a former director or officer) shall be liable to the company for any loss or damage incurred by the company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful default or wilful neglect of such person. No person shall be found to have committed actual fraud, wilful default or wilful neglect unless or until a court of

330

​	SatixFy	Endurance
​	SatixFy due to the breach of his/her duty of care in a dividend distribution.	competent jurisdiction shall have made a finding to that effect.
Indemnification and Advancement	The SatixFy A&R Articles of Association provide that SatixFy may, subject and pursuant to the provisions of the Israeli Companies Law, the Israeli Securities Laws and the Israeli Economic Competition Law, 5748-1988, or any other additionally applicable law, indemnify and insure a director or officer of SatixFy for all liabilities and expenses incurred by him or her arising from or as a result of any act (or omission) carried out by him or her as a director or officer of SatixFy and which is indemnifiable pursuant to applicable law, to the fullest extent permitted by law. The Israeli Companies Law provides that undertakings to indemnify a director or officer for such liabilities (but not for such legal expenses) be limited to specified foreseeable events and to reasonable maximum amounts. An undertaking in relation to exemption, indemnification and insurance of a director or officer as aforesaid will continue following the director or officer ceasing to act as such.	Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against wilful default, fraud or the consequences of committing a crime. The Endurance Articles provide for indemnification of directors and officers (including former directors and officers) out of the company’s assets for any liability incurred in their capacities as such, except through their own actual fraud, willful neglect or willful default. The company shall advance to each indemnified person reasonable attorneys’ fees and other costs and expenses incurred in connection with the defense of any action, suit, proceeding or investigation involving such indemnified person for which indemnity will or could be sought. In connection with any advance of any expenses under the Endurance Articles, the indemnified person shall execute an undertaking to repay the advanced amount to the company if it shall be determined by final judgment or other final adjudication that such indemnified person was not entitled to indemnification. The directors, on behalf of the company, may purchase and maintain insurance for the benefit of any director or officer of the company against any liability which, by virtue of any rule of law, would otherwise attach to such person in respect of any negligence, default, breach of duty or breach of trust of which such person may be guilty in relation to the company.

331

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF
ENDURANCE, SATIXFY AND THE COMBINED COMPANY

The following table sets forth information regarding (i) the actual beneficial ownership of Endurance ordinary shares as of the date of this proxy statement/prospectus prior to the consummation of the Business Combination and (ii) the expected beneficial ownership of SatixFy Ordinary Shares immediately following the consummation of the PIPE Financing and the transactions contemplated by the Business Combination Agreement, assuming that (a) no Endurance Class A ordinary shares are redeemed, the “no redemption scenario”, and alternatively (b) that 19,502,487 Endurance Class A ordinary shares are redeemed for approximately $196.0 million funds in the Trust Account, the “maximum redemption scenario”, which is the maximum number of Endurance Public Shares that could be redeemed by Endurance Public Shareholders that allows Endurance to have net tangible assets of at least $5,000,001 (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act (or any successor rule)) either immediately prior to or upon consummation of the Transactions:

Each of the current executive officers and directors of Endurance, and such persons as a group;

•

each person who is the beneficial owner of 5.0% or more of any class of the outstanding Endurance ordinary shares;

•

each person who will become an executive officer or director of SatixFy post-Business Combination, and such persons as a group; and

•

each person who is expected to be the beneficial owner of 5.0% or more of SatixFy Ordinary Shares post-Business Combination;

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.

The beneficial ownership of Endurance Ordinary Shares pre-Business Combination is based on 25,000,000 Endurance ordinary shares issued and outstanding, which includes an aggregate of 20,000,000 Endurance Class A ordinary shares and 5,000,000 Endurance Class B ordinary shares. Immediately prior to the Effective Time, each Endurance ordinary share will automatically be converted into one SatixFy Ordinary Share.

The total number of SatixFy Ordinary Shares expected to be outstanding after the consummation of the Business Combination will be 89,055,467, assuming no redemptions by Endurance shareholders in connection with the Business Combination and subject to the assumptions described elsewhere in this proxy statement/prospectus.

Unless otherwise indicated, we believe that all persons named in the table below have, or may be deemed to have, sole voting and investment power with respect to all SatixFy Ordinary Shares beneficially owned, or SatixFy’s ordinary shares to be beneficially owned, by them.

332

​

Beneficial Ownership of Endurance ordinary shares before the Consummation of the Business Combination, PIPE Financing and Price Adjustment Shares

Beneficial Ownership of SatixFy’s Ordinary Shares after Consummation of the Business Combination, PIPE Financing and Price Adjustment Shares

​

​

No Redemption Scenario

Maximum Redemption Scenario

​

Number of Shares

Percentage of Endurance ordinary shares

Number of SatixFy Ordinary Shares

Percentage of SatixFy Ordinary Shares

Number of SatixFy Ordinary Shares

Percentage of SatixFy Ordinary Shares

​

Class A

Class B

Endurance Directors, Executive Officers and 5% Holders Pre-Business Combination

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Endurance Antarctica Partners, LLC(3)

​

—

​

3,570,000

​

15.1%

​

11,400,000

​

11.9%

​

11,400,000

​

14.9%

Chandra R. Patel

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Richard C. Davis

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Graeme Shaw

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Romeo A. Reyes

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Gary D. Begeman

​

—

​

35,000

​

*

​

35,000

​

*

​

35,000

​

*

Henry E. Dubois

​

—

​

35,000

​

*

​

35,000

​

*

​

35,000

​

*

Michael Leitner

​

—

​

35,000

​

*

​

35,000

​

*

​

35,000

​

*

All Directors and Executive Officers as a Group

​

—

​

105,000

​

—

​

11,505,000

​

​

​

11,505,000

​

​

Aristeia Capital, LLC(4)

​

1,980,000

​

—

​

9.0%

​

1,980,000

​

2.2%

​

1,980,000

​

2.8%

Polar Asset Management Partners Inc.(5)

​

1,980,000

​

—

​

9.0%

​

1,980,000

​

2.2%

​

1,980,000

​

2.8%

RiverNorth Capital Management, LLC(6)

​

1,980,000

​

—

​

9.0%

​

1,980,000

​

2.2%

​

1,980,000

​

2.8%

Radcliffe Capital Management, LP(7)

​

1,500,000

​

—

​

7.0%

​

1,500,000

​

1.7%

​

1,500,000

​

2.2%

MMCAP International Inc. SPC(8)

​

1,480,000

​

—

​

6.9%

​

1,480,000

​

1.7%

​

1,480,000

​

2.1%

Shaolin Capital Management LLC(9)

​

1,314,541

​

—

​

6.2%

​

1,314,541

​

1.5%

​

1,314,541

​

1.9%

Citadel Advisors LLC(10)

​

1,250,000

​

—

​

5.8%

​

1,250,000

​

1.4%

​

1,250,000

​

1.8%

SatixFy Directors, Executive Officers and 5% Holders Post-Business Combination(11)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

David Ripstein

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Mary P. Cotton

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Richard C. Davis(3)

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Moshe Eisenberg

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Doron Rainish(12)

​

—

​

—

​

—

​

1,106,563

​

1.2%

​

1,106,563

​

1.6%

Yair Shamir(20)

​

—

​

—

​

—

​

—

​

—

​

—

​

—

Yoram Stettiner

​

​

​

​

​

​

​

—

​

—

​

—

​

—

David L. Willetts(13)

​

—

​

—

​

—

​

26,181

​

*

​

26,181

​

*

Charles A. Bloomfield(14)

​

—

​

—

​

—

​

27,926

​

*

​

27,926

​

*

Simona Gat(15)

​

—

​

—

​

—

​

16,278,181

​

18.3%

​

16,278,181

​

23.4%

Yoav Leibovitch(16)

​

—

​

—

​

—

​

21,953,257

​

24.7%

​

21,953,257

​

31.6%

Divaydeep Sikry(17)

​

—

​

—

​

—

​

39,794

​

*

​

39,794

​

*

Stephane Zohar(18)

​

—

​

—

​

—

​

25,133

​

*

​

25,133

​

*

All Directors and Executive Officers as a Group

​

—

​

—

​

—

​

39,457,035

​

44.2%

​

39,457,035

​

56.6%

CEL Catalyst Communications Limited(19)

​

—

​

—

​

—

​

3,574,163

​

4.0%

​

3,574,163

​

5.1%

*

Less than 1%.

(1)

For each beneficial owner, their respective Class B ordinary shares are included in the total outstanding ordinary shares for purposes of calculating the percentage of Endurance ordinary shares, but Class B ordinary shares held by others are excluded.

333

(2)

Unless otherwise noted, the business address of each of the Sponsor and each of the directors and officers at Endurance is c/o Endurance Acquisition Corp., 630 Fifth Avenue, 20th Floor, New York, NY 10111.

(3)

Interests shown before the business combination for Endurance Antarctica Partners, LLC consist solely of the Class B ordinary shares. Interests shown after the Business Combination consist of Shares SatixFy Ordinary Shares issued to the Sponsor in the Business Combination (giving effect for the Sponsor’s forfeiture of 800,000 SatixFy Ordinary Shares pursuant to the Business Combination Agreement, as amended), as well as its share of the PIPE Financing and the Price Adjustment Shares and the SatixFy Ordinary Shares underlying the SatixFy Warrants owned by the Sponsor that will be exercisable within 60 days of the date hereof. Chandra R. Patel, Richard C. Davis and Graeme Shaw share voting and investment control over shares held by the Sponsor by virtue of their shared control of the Sponsor. By virtue of this relationship, Chandra R. Patel, Richard C. Davis and Graeme Shaw may be deemed to share beneficial ownership of the securities held of record of the Sponsor. Each of Chandra R. Patel, Richard C. Davis and Graeme Shaw has disclaimed beneficial ownership of the shares, except to the extent of their respective pecuniary interest therein, if any.

(4)

Represents shares that may be deemed to be beneficially owned by Aristeia Capital, L.L.C., a Delaware limited liability company (“Aristeia”). Aristeia is the investment manager of, and has voting and investment control with respect to the shares held by, one or more private investment funds. Aristeia has a business address of One Greenwich Plaza, 3rd Floor, Greenwich, CT 06830.

(5)

Represents shares that may be deemed to be beneficially owned by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (“Polar”), which serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”) with respect to the shares directly held by PMSMF. Each of Polar and PMSMF has a business address of 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(6)

Represents shares that may be deemed to be beneficially owned by RiverNorth Capital Management, LLC, a Delaware limited liability company (“RiverNorth”). RiverNorth is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. RiverNorth has a business address of 325 N. LaSalle Street, Ste. 645, Chicago, Illinois 60654.

(7)

Represents shares that may be deemed to be beneficially owned by each of Radcliffe Capital Management, L.P. a Delaware limited partnership, RGC Management Company, LLC, a Delaware limited liability company, Steven B. Katznelson, a citizen of Canada, the United States and the United Kingdom, Christopher Hinkel, a citizen of the United States, Radcliffe SPAC Master Fund, L.P., a Cayman Islands limited partnership, and Radcliffe SPAC GP, LLC, a Delaware limited liability company, each of whom has a business address of 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

(8)

Represents shares that may be deemed to be beneficially owned by each of MMCAP International Inc. SPC, a Cayman Islands exempted company (“MMCAP”), and MM Asset Management Inc., a company incorporated under the laws of Ontario, Canada (“MM Asset”). MMCAP has a business address of c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. MM Asset has a business address of 161 Bay Street, TD Canada Trust Tower Ste 2240, Toronto, ON M5J 2S1 Canada.

(9)

Represents shares that may be deemed to be beneficially owned by Shaolin Capital Management LLC, a company incorporated under the laws of State of Delaware (“Shaolin”), which serves as the investment advisor to Shaolin Capital Partners Master Fund, Ltd., a Cayman Islands exempted company, MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC, and DS Liquid DIV RVA SCM LLC being managed accounts advised by the Shaolin Capital Management LLC. Shaolin has a business address of 7610 NE 4th Court, Suite 104 Miami FL 33138.

(10)

Represents shares that may be deemed to be beneficially owned by each of Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Citadel Entities”) with respect to the shares owned by Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands company (“CM”), and Citadel Securities. Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company

334

under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen. Citadel Advisors is the portfolio manager for CM. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP. Each of the Citadel Entities has a business address of 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

(11)

The business address for each of the directors and officers of SatixFy is 2 Hamada St., Rehovot 670315, Israel.

(12)

Consists of 1,047,221 SatixFy Ordinary Shares and 59,342 SatixFy Ordinary Shares underlying options to acquire SatixFy Ordinary Shares exercisable with 60 days of August 12, 2022.

(13)

Consists of 26,181 SatixFy Ordinary Shares underlying options to acquire SatixFy Ordinary Shares exercisable with 60 days of August 12, 2022.

(14)

Consists of 27,926 SatixFy Ordinary Shares underlying options to acquire SatixFy Ordinary Shares exercisable with 60 days of August 12, 2022.

(15)

Ms. Simona Gat is one of SatixFy’s founders. Ms. Simona Gat’s holdings include Price Adjustment Shares.

(16)

Mr. Yoav Leibovitch is one of SatixFy’s founders. Mr. Yoav Leibovitch’s holdings include Price Adjustment Shares.

(17)

Consists of 39,794 SatixFy Ordinary Shares underlying options to acquire SatixFy Ordinary Shares exercisable with 60 days of August 12, 2022.

(18)

Consists of 25,133 SatixFy Ordinary Shares underlying options to acquire SatixFy Ordinary Shares exercisable with 60 days of August 12, 2022.

(19)

CEL Catalyst Communications Limited is held by CEL Catalyst China Israel Fund L.P and Catalyst CEL Fund L.P. Mr. Yair Shamir is a director of CEL Catalyst Communications Limited and has the power to direct it to vote and dispose of the shares and each such director has shared voting and investment power over the shares. Mr. Yair Shamir disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The address for CEL Catalyst Communications Limited is 40/F, Far East Finance Centre 16 Harcourt Road, Hong Kong.

(20)

Mr. Shamir’s holdings do not reflect the stake owned by CEL Catalyst Communications Limited. See footnote (19) above.

335

FUTURE SHAREHOLDER PROPOSALS AND NOMINATIONS

If the Business Combination is completed, SatixFy shareholders will be entitled to attend and participate in SatixFy’s annual general meetings of shareholders. SatixFy will provide notice of the date on which its annual general meeting will be held in accordance with the A&R Articles of Association and the Israeli Companies Law.

336

APPRAISAL RIGHTS UNDER THE CAYMAN COMPANIES LAW

Holders of record of Endurance ordinary shares may have appraisal rights in connection with the Business Combination under the Cayman Companies Law.

Holders of record of Endurance ordinary shares wishing to exercise such statutory dissenter rights and make a demand for payment of the fair value for his, her or its Endurance ordinary shares must give written objection to the Business Combination to Endurance prior to the shareholder vote to approve the Business Combination and follow the procedures set out in Section 238 of the Cayman Companies Law. These statutory appraisal rights are separate to and mutually exclusive of the right of Endurance Public Shareholders to demand that their Endurance Public Shares are redeemed for cash for a pro rata share of the funds on deposit in the Trust Account in accordance with the Endurance Articles. It is possible that if an Endurance Public Shareholder exercises appraisal rights, the fair value of the Endurance ordinary shares determined under Section 238 of the Cayman Companies Law could be more than, the same as, or less than such holder would obtain if he, she, or it exercised his, her or its redemption rights as described herein. Endurance believes that such fair value would equal the amount that Endurance Public Shareholders would obtain if they exercise their redemption rights as described herein.

Endurance shareholders need not vote against any of the proposals at the extraordinary general meeting in order to exercise Dissent Rights. An Endurance shareholder which elects to exercise Dissent Rights must do so in respect of all of the Endurance ordinary shares that person holds and will lose their right to exercise their redemption rights as described herein.

At the Effective Time, the Dissenting Endurance Shares shall automatically be cancelled by virtue of the Business Combination, and each Dissenting Endurance Shareholder will thereafter cease to have any rights with respect to such shares, except the right to be paid the fair value of such shares and such other rights as are granted by the Cayman Companies Law. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn, forfeited or lost his, her or its rights under Section 238 of the Cayman Companies Law (including in the circumstances described in the immediately following paragraph) or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Companies Law, then the right of such holder to be paid the fair value of such holder’s Dissenting Endurance Shares under Section 238 of the Cayman Companies Law will cease, the shares will no longer be considered Dissenting Endurance Shares and such holder’s former Endurance ordinary shares will thereupon be deemed to have been converted as of the Effective Time into the right to receive the merger consideration comprising one SatixFy Ordinary Share for each Endurance ordinary share, without any interest thereon. As a result, such Endurance shareholder would not receive any cash for their Endurance ordinary shares and would become a shareholder of SatixFy.

In the event that any Endurance shareholder delivers notice of their intention to exercise Dissent Rights, Endurance, SatixFy and Merger Sub may, in their sole discretion, elect to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Law. Section 239 of the Cayman Companies Law states that no such dissenter rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the merger are listed on a national securities exchange. In circumstances where the limitation under Section 239 of the Cayman Companies Law is invoked, no Dissent Rights would be available to Endurance shareholders, including those Endurance shareholders who previously delivered a written objection to the Business Combination prior to the extraordinary general meeting and followed the procedures set out in Section 238 of the Cayman Companies Law in full up to such date, and such holder’s former Endurance ordinary shares will thereupon be deemed to have been converted as of the Effective Time into the right to receive the merger consideration comprising one SatixFy Ordinary Share for each Endurance ordinary share, without any interest thereon. Accordingly, Endurance shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their Endurance ordinary shares and the certainty provided by the redemption process may be preferable for Endurance Public Shareholders wishing to exchange their Endurance Public Shares for cash.

337

SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with Endurance’s board of directors, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Endurance Acquisition Corp., 630 Fifth Avenue, 20th Floor, New York, NY 10111 or by telephone at (646) 585-8975. Following the Business Combination, such communications should be sent in care of SatixFy Communications Ltd., Attention: Legal, 12 Hamada St., Rehovot 670315 Israel. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

LEGAL MATTERS

The legality of the SatixFy Ordinary Shares offered by this proxy statement/prospectus and certain other Israeli legal matters will be passed upon for SatixFy by Gross Law Firm. The legality of the SatixFy Warrants offered by this proxy statement/prospectus and certain legal matters relating to U.S. law will be passed upon for SatixFy by Davis Polk & Wardwell LLP, New York, New York. Certain legal matters will be passed upon for Endurance by Morrison & Foerster LLP. Certain Cayman Islands legal matters will be passed upon for Endurance by Appleby. Certain Israeli legal matters will be passed upon for Endurance by Meitar Law Offices.

EXPERTS

The consolidated financial statements of SatixFy Communications Ltd. as of December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021 included in this proxy statement/​prospectus and in the Registration Statement have been so included in reliance on the report of Ziv Haft Certified Public Accountants (Isr.), a member firm of BDO International Limited, an independent registered public accounting firm, appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Endurance Acquisition Corp. as of December 31, 2021, and for the period from April 23, 2021 (inception) to December 31, 2021, have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report, thereon, appearing elsewhere in this proxy statement/prospectus, and are included in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, Endurance and service providers that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of Endurance’s proxy statement. Upon written or oral request, Endurance will deliver a separate copy of the proxy statement to any shareholder at a shared address to which a single copy of such document was delivered and who wishes to receive separate copies of such document. Shareholders receiving multiple copies of such document may likewise request that Endurance delivers single copies of such document in the future. Shareholders may notify Endurance of their requests by writing or calling Endurance at its principal executive offices at 630 Fifth Avenue, 20th Floor, New York, New York 10111 or (646) 585-8975.

ENFORCEABILITY OF CIVIL LIABILITY

SatixFy is a company incorporated under the laws of the state of Israel. Accordingly, you may have difficulty serving legal process within the United States upon SatixFy. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against SatixFy in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is doubt that Israeli courts would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. However, SatixFy may be served with process in the United States with respect to actions against SatixFy arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of SatixFy’s securities by serving SatixFy’s U.S. agent irrevocably appointed for that purpose.

338

TRANSFER AGENT AND REGISTRAR

The transfer agent for SatixFy’s securities will be                 .

WHERE YOU CAN FIND MORE INFORMATION

SatixFy has filed a registration statement on Form F-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement.

Endurance files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Endurance at the SEC website containing reports, proxy statements and other information at: http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination, you should contact via phone or in writing:

Endurance Acquisition Corp.
630 Fifth Avenue, 20th Floor
New York, New York 10111
(646) 585-8975

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the extraordinary general meeting, or no later than           , 2022.

All information contained in this proxy statement/prospectus relating to SatixFy has been supplied by SatixFy, and all such information relating to Endurance has been supplied by Endurance. Information provided by one another does not constitute any representation, estimate or projection of the other.

339

INDEX TO FINANCIAL STATEMENTS

​	Page
Consolidated Financial Statements of SatixFy Communications Ltd. as of December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021	​	​
Report of Independent Registered Public Accounting Firm (BDO Ziv Haft; Tel-Aviv, Israel; PCAOB ID# 1185)	​	F-2
Consolidated Statements of Financial Position	​	F-3
Consolidated Statements of Comprehensive Loss	​	F-5
Consolidated Statements of Shareholders’ Deficit	​	F-6
Consolidated Statements of Cash Flows	​	F-7
Notes to the Consolidated Financial Statements	​	F-8
Audited Financial Statements of Endurance Acquisition Corp.	​	​
Report of Independent Registered Public Accounting Firm	​	F-45
Balance Sheet as of December 31, 2021	​	F-46
Statement of Operations for the period from April 23, 2021 (inception) to December 31, 2021	​	F-47
Statement of Changes in Shareholders’ Equity for period from April 23, 2021 (inception) to December 31, 2021	​	F-48
Statement of Cash Flows for period from April 23, 2021 (inception) to December 31, 2021	​	F-49
Notes to Financial Statements	​	F-50
Unaudited Financial Statements of Endurance Acquisition Corp.	​
Condensed Financial Statements	​	​
Condensed Balance Sheets as of June 30, 2022 (Unaudited) and December 31, 2021 (Audited)	​	F-67
Condensed Statement of Operations for the three and six months ended June 30, 2022 and for the period from April 23, 2021 (inception) to June 30, 2021 (Unaudited)	​	F-68
Condensed Statement of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2022 and for the period from April 23, 2021 (inception) to June 30, 2021 (Unaudited)	​	F-69
Condensed Statement of Cash Flows for the six months ended June 30, 2022 and for the period from April 23, 2021 (inception) to June 30, 2021 (Unaudited)	​	F-70
Notes to Condensed Financial Statements (Unaudited)	​	F-71

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and stockholders of SatixFy Communications Ltd.

Rehovot, Israel.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Satixfy Communications LTD. (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of comprehensive loss, changes of the shareholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated Financial Statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Ziv Haft
Certified Public Accountants (Isr.)
BDO Member Firm

We have served as the Company’s auditor since August, 2019.
May 30, 2022
Tel Aviv, Israel

F-2

SATIXFY COMMUNICATIONS LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of USD)

​	​	As of December 31
​	Note	2021		2020
​	​	In USD thousands
ASSETS	​	​	​	​	​
CURRENT ASSETS:	​	​	​	​	​
Cash and cash equivalents	17	​	3,854	​	6,983
Trade accounts receivable	3	​	806	​	489
Contract Assets	4	​	6,015	​	1,954
Other current assets	5	​	3,419	​	6,857
Inventory	6	​	685	​	675
Total current assets	​	​	14,779	​	16,958
NON-CURRENT ASSETS:	​	​	​	​	​
Right-of-use assets	7	​	3,147	​	3,697
Property, plant and equipment, net	9	​	972	​	990
Investment in Jet Talk	8	​	2,137	​	4,036
Other non-current assets	​	​	271	​	265
Total non-current assets	​	​	6,527	​	8,988
TOTAL ASSETS	​	​	21,306	​	25,946

The accompanying notes are an integral part of the consolidated financial statements.

F-3

SATIXFY COMMUNICATIONS LTD.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands of USD)

​	​	As of December 31
​	Note	2021		2020
​	​	In USD thousands
LIABILITIES AND SHAREHOLDERS’ DEFICIT	​	​	​	​	​
CURRENT LIABILITIES:	​	​	​	​	​
Trade payables	​	​	8,522	​	7,151
Short term loans from financial institutions	13	​	6,334	​	2,161
Deferred revenues	10	​	—	​	612
ESA advance payments	19	​	15,270	​	14,382
Prepayment from Customer	​	​	1,504	​	—
Lease liabilities	7	​	989	​	932
Other accounts payable and accrued expenses	11	​	8,853	​	5,683
Total current liabilities	​	​	41,472	​	30,921
NON-CURRENT LIABILITIES:	​	​	​	​	​
Long term loans from financial institutions	13	​	6,943	​	6,314
Lease liabilities	7	​	2,984	​	3,465
Loan from shareholder, net	14	​	4,533	​	4,212
Warrant Liabilities	16	​	1,392	​	1,118
Liability for royalties payable	17	​	1,368	​	1,596
Total non-current liabilities	​	​	17,220	​	16,705
SHAREHOLDERS’ DEFICIT:	18	​	​	​	​
Share capital	​	​	4	​	4
Share premium	​	​	46,203	​	45,990
Capital reserves	​	​	226	​	(905)
Accumulated deficit	​	​	(83,819)	​	(66,769)
Total shareholders’ deficit	​	​	(37,386)	​	(21,680)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	​	​	21,306	​	25,946

, 2022	​
Date of approval of the financial statements	Yoav Leibovitch Interim CEO, Chairman of the Board and CFO

The accompanying notes are an integral part of the financial statements.

F-4

SATIXFY COMMUNICATIONS LTD.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands of USD)

​	​	For the year ended December 31
​	Note	2021		2020
Revenues:	20	​	​	​	​
Development services and preproduction	​	​	19,237	​	10,319
Sale of products	​	​	2,483	​	313
Total revenues	​	​	21,720	​	10,632
Cost of sales and services:	21	​	​	​	​
Development services and preproduction	​	​	7,326	​	2,966
Sale of products	​	​	1,517	​	94
Total cost of sales and services	​	​	8,843	​	3,060
Gross profit	​	​	12,877	​	7,572
Research and development expenses, Net	22	​	17,944	​	16,637
Selling and marketing expenses	23	​	1,752	​	1,088
General and administrative expenses	24	​	3,735	​	2,612
Loss from operations	​	​	(10,554)	​	(12,765)
Finance Income	​	​	—	​	1,260
Finance Expenses	​	​	(4,598)	​	(2,163)
Company’s share in the loss of a company accounted by equity method, net	8	​	(1,898)	​	(3,895)
Loss before income taxes	​	​	(17,050)	​	(17,563)
Income taxes	25	​	—	​	—
Loss for the period	​	​	(17,050)	​	(17,563)
Other comprehensive income (loss) net of tax:	​	​	​	​	​
Items that will or may be reclassified to profit or loss:	​	​	​	​	​
Exchange loss arising on translation of foreign operations	​	​	1,131	​	(790)
Total comprehensive loss for the period	​	​	(15,919)	​	(18,353)
Basic and diluted loss per share (in dollars)	26	​	(0.95)	​	(1.00)
Basic and diluted weighted average common shares outstanding	​	​	17,902	​	17,551

The accompanying notes are an integral part of the financial statements.

F-5

SATIXFY COMMUNICATIONS LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(in thousands of USD)

​

Ordinary shares

Preferred Shares A

Preferred Shares B

Preferred Shares C

Share capital

Share premium

Accumulated deficit

Capital reserves

Total

​

Number of shares

In USD thousand

For the year ended December 31, 2021

​

​

​

​

​

​

​

​

​

Balance as of January 1, 2021

​

17,892,000

​

7,300,000

​

4,778,000

​

856,000

​

4

​

45,990

​

(66,769)

​

(905)

​

(21,680)

Exercise of options

​

58,447

​

—

​

—

​

—

​

(*

​

64

​

—

​

—

​

64

Stock-based compensation

​

—

​

—

​

—

​

—

​

(*

​

149

​

—

​

—

​

149

Loss for the year

​

—

​

—

​

—

​

—

​

—

​

—

​

(17,050)

​

1,131

​

(15,919)

Balance as of December 31, 2021

​

17,950,447

​

7,300,000

​

4,778,000

​

856,000

​

4

​

46,203

​

(83,819)

​

226

​

(37,386)

For the year ended December 31, 2020

​

​

​

​

​

​

​

​

​

Balance as at January 1, 2020

​

17,197,000

​

7,300,000

​

4,778,000

​

856,000

​

4

​

44,151

​

(49,206)

​

(115)

​

(5,166)

Exercise of options

​

572,000

​

—

​

—

​

—

​

(*

​

14

​

—

​

—

​

14

Issuance shares

​

123,000

​

—

​

—

​

—

​

(*

​

750

​

—

​

—

​

750

Stock-based compensation

​

—

​

—

​

—

​

—

​

—

​

76

​

—

​

—

​

76

Issuance of warrants

​

—

​

—

​

—

​

—

​

—

​

999

​

—

​

—

​

999

Loss for the year

​

—

​

—

​

—

​

—

​

—

​

—

​

(17,563)

​

(790)

​

(18,353)

Balance as of December 31, 2020

​

17,892,000

​

7,300,000

​

4,778,000

​

856,000

​

4

​

45,990

​

(66,769)

​

(905)

​

(21,680)

*)

Represents an amount less than one thousand.

The accompanying notes are an integral part of the financial statements.

F-6

SATIXFY COMMUNICATIONS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of USD)

​	For the year ended December 31
​	2021		2020
Cash flows from operating activities:	​	​	​	​
Loss for the year	​	(17,050)	​	(17,563)
Adjustments to reconcile net profit to net cash provided by operating activities:	​	​	​	​
Depreciation and amortization	​	1,421	​	1,328
Company’s share in the loss of a company accounted by equity method, net	​	1,899	​	3,895
Finance expenses on loans	​	916	​	675
Change in the fair value of warrant liabilities	​	200	​	9
Stock-based compensation	​	149	​	76
Decrease (Increase) in trade accounts receivable	​	(305)	​	1,056
Decrease (Increase) in contract assets	​	(4,119)	​	1,001
(Increase) in inventory	​	(10)	​	(63)
Increase (Decrease) in other current assets	​	3,256	​	(1,198)
Increase in trade payables	​	1,461	​	1,038
Increase in ESA prepayments	​	1,882	​	7,295
Decrease in deferred revenues	​	(612)	​	(5,031)
Increase in other accounts payable and accrued expenses	​	3,282	​	2,563
Increase in prepayments from customers	​	1,504	​	—
Increase (Decrease) in liability for royalties payable	​	260	​	(685)
Net cash used in operating activities	​	(5,866)	​	(5,604)
Cash flow from investing activities	​	​	​	​
Decrease (Increase) in long-term bank deposit	​	201	​	(6)
Purchase of property, plant and equipment	​	(211)	​	(293)
Net cash used in investing activities	​	(10)	​	(299)
Cash flows from financing activities	​	​	​	​
Receipt of long-term loans from banks	​	—	​	4,504
Issuance of warrants to banks	​	—	​	295
Receipt of long-term loans from a financial institution	​	7,300	​	—
Receipt of loan from shareholder	​	—	​	4,001
Issuance of warrants to shareholder	​	—	​	999
Repayment of loans from banks	​	(2,930)	​	(891)
Repayment of royalty lability	​	(488)	​	—
Payments of lease liabilities	​	(1,191)	​	(975)
Issuance of shares	​	64	​	14
Net cash provided by financing activities	​	2,755	​	7,947
Increase (decrease) in cash and cash equivalents	​	(3,121)	​	2,044
Cash and cash equivalents balance at the beginning of the year	​	6,983	​	4,961
Effect of changes in foreign exchange rates on cash and cash equivalents	​	(8)	​	(22)
Cash and cash equivalents balance at the end of the year	​	3,854	​	6,983
Appendix A — Cash paid and received during the year for:	​	​	​	​
Interest paid	​	1,625	​	386

The accompanying notes are an integral part of the financial statements.

F-7

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 1 — GENERAL

a.   Satixfy Hong Kong (hereinafter: the “The Former Company”) was incorporated in Hong Kong in 2012 having a place of business at Unit B, 20/F., Nathan Commercial Building, 430-436 Nathan Road, Yaumati, Kln. Hong Kong in accordance with Hong Kong law. On November 27, 2019, the Board of Directors of the Former Company decided to make a structural change (hereinafter “the Reorganization”). For the reorganization, Satixfy Communications Ltd. (hereinafter: the “Company”) was incorporated on January 9, 2020, as a private limited company, in accordance with the provisions of the Israeli Companies Law while maintaining the same capital structure as the Former Company. On May 12, 2020, the Former Company transferred to the Company all its holdings directly and indirectly in the subsidiaries (hereinafter “the transferred companies”, see also Note 1.D). The reorganization was completed on May 12, 2020, after receiving an approval from the Israeli Tax Authorities for tax exemption in accordance with the provisions of section 104B (f) of the Income Tax Ordinance.

The Company handled the reorganization using the pooling of interest method, the Company’s consolidated financial statements reflect the reorganization using the “As Pooling” method accordingly, the consolidated financial statements include the financial position, results of operations and cash flows of the Company and of the transferred companies, consolidated as of January 1, 2020. Assets and rights acquired by the transferred companies after January 1, 2020, reflect the assets and liabilities and activities of those assets as of the date of their acquisition by the transferred companies.

b.   The Company and its subsidiaries are engaged in the development and marketing of integrated circuit products for specific applications, antennas and terminals used for satellite communications. The Company has developed a new generation of integrated silicon chips for modems and antennas based on its own proprietary technology and provide end-to-end solutions for the satellite communications industry, including terminals, payloads and hubs. The Company develops its advanced chips (Application Specific Integrated Circuit chips (ASICs) and Radio Frequency Integrated Circuit chips (RFICs) based on technology designed to meet a variety of applications and services, such as broadband aviation, IOT, mobility and maritime, and operating on GEO, LEO and MEO satellites. The Company’s technology includes electronically steered antenna arrays, forming and design of digital beams, beam hopping, on-board processing payload chips and software-defined radio (SDR) modem chips

c.   The affiliated company “Jet Talk” is engaged in the development and marketing of a unique antenna for IFC passenger aircraft and computers that receive broadband video transmissions from satellites.

d.   The Company operates primarily through four wholly owned subsidiaries: Satixfy Israel Ltd, Satixfy UK, Satixfy Space Systems UK, Satixfy Bulgaria and SatixFy US LLC, all of which have been consolidated in these consolidated financial statements.

​	Holding percentage				​	​
Name	2021		2020		Held By	Country of incorporation
Satixfy Israel Ltd.	​	100%	​	100%	Satixfy Communications	Israel
Satixfy UK	​	100%	​	100%	Satixfy Communications	UK
Satixfy Satellite Systems UK	​	100%	​	100%	Satixfy Communications	UK
Satixfy Bulgaria	​	100%	​	100%	Satixfy UK	Bulgaria
Satixfy US LLC	​	100%	​	100%	Satixfy Communications	USA

In addition, the Company’s holds 51% of the shares of the following entity (see also Note 8):

​	Holding percentage				​	​
Name	2021		2020		Held By	Country of incorporation
Jet talk	​	51%	​	51%	Satixfy UK	​	UK

F-8

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 1 — GENERAL (continued)

e.   The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses of 83,819 from operations since its inception. As of December 31, 2021, the Company has incurred 17,050 of net loss in 2021, the Company has a working capital deficit of 26,693 and accumulated deficit of 83,819. In addition, COVID 19 pandemic has caused to delays in the schedule of projects.

Since its inception, the company has financed its day-to-day operations by receiving capital investments, receiving income from Government projects together with bank and Shareholders’ loans. It should be noted that after the balance sheet date and up to the date of publication of these reports, the Company has progressed in the development of its products and had recently signed a significant agreement with one of the largest LEO operators in the world today.

In order to secure its operation, the Company received a loan amounted to 55 million on February 3rd, 2022 (see also Note 27 Subsequent Events).

f.COVID -19

The 2019 Novel Coronavirus infection (‘coronavirus’) or ‘COVID-19’ pandemic poses a major public health threat. It has hindered the movement of people and goods worldwide, and many governments are instituting restrictions on both individuals and businesses. Significant development and spread of the coronavirus did not take place until January 2020, with the World Health Organization (WHO) announcing the coronavirus as a global health emergency on January 30, 2020, which prompted national governments around the world to begin putting actions in place to slow the spread of COVID-19. Furthermore, significant measures taken by the Chinese government and by private sector organizations did not take place until early 2020. On March 11, 2020, the WHO declared COVID-19 a global pandemic and suggested worldwide containment and mitigation measures. In response to the pandemic, the Company has adjusted its business practices with a focus on the health and well-being of our employees and their families, customers, partners, service providers, and communities. The Company’s office has been subject to government-mandated lockdowns for some periods of time and the Company received a long-term loan following the Israeli government’s decision to establish a dedicated loan fund to help the Israeli companies to deal with the impact of the COVID-19 pandemic. As the corona pandemic continued to spread around the world, it had a negative impact on the company’s business operations, mainly due to the impact the pandemic had on certain market sectors the company is targeting, as several opportunities at different stages of negotiations were postponed, exhibitions were canceled, and meetings postponed due to flight limitations. In addition, work on current projects was delayed, as more than 50% of employees worked from home during a period of over 8 months, leading to delays in project schedules, which affected the company’s forecasts and cash flow.

The Company’s management continue to monitor and to examine the effects of the Corona crisis on its various aspects and acts, if necessary, to make necessary adjustments in order to minimize exposure to the Company’s activities and operating results. In light of the aviation restriction due to the crisis, there may be delays in sales outside Israel.

As of the date of approval of this report, the Company’s management does not identify any difficulties in the Company’s solvency due to the corona crisis or a material impact on the availability of financing sources or their price.

F-9

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES:

The significant accounting policies used in the preparation of the financial statements, on a consistent basis, are:

A.

Basis of preparation:

These consolidated financial statements have been prepared solely for the purpose of meeting the requirements of the United States Securities and Exchange Commission in connection with filing a confidential draft of registration statement on Form F-4.

Except for the omission of comparative consolidated financial information as discussed in the preceding paragraph, these consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). The financial statements have been prepared under the historical cost convention except for certain financial liabilities which are measured at fair value until conversion. The Company has elected to present the consolidated statements of comprehensive loss using the function of expense method.

B.

Basis of consolidation:

Subsidiaries:

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

In addition, the financial statements of the subsidiaries were prepared using a consistent accounting policy with the Company regarding similar transactions and events in similar circumstances.

Investments in affiliated companies and joint ventures:

When the Company has the ability to influence the business operation of another entity, but the influence doesn’t constitute a control, then the Company has a significant influence which will be presented as an affiliate company based on the equity method. Potential voting rights which can be exercise on an immediate basis also taking into account as part of the above influence. The holding in an affiliate company is presented based on the equity method unless the investment is held for sale. The financials statements of the affiliated company have been prepared using the same accounting policy of the Company. Any goodwill arising from the affiliated company purchase is part of the investment and isn’t amortized unless there is objective evidence for impairment.

If the Company’s share in the losses of an affiliated company or joint venture is equal to or exceeds its rights in the affiliated company or in the joint venture, the Company ceases to recognize its share in additional losses. Once the Company’s rights have been reduced to zero, the Company recognizes additional losses only to the extent that it has incurred legal or implied liabilities or to the extent that payments have been made for the affiliated company or for the joint venture. The Company recognizes the gains that arise thereafter only when the Company’s share in the profits equals the share in unrecognized losses.

The Company performs an impairment test (see Note 2.U below) for a net investment in an affiliated company or in a joint venture as a whole when there is objective evidence of impairment of the investment. An impairment loss as aforesaid is allocated to an investment as a whole.

F-10

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

The Company ceases to use the equity method as of the date on which an investment ceases to be an affiliated company or joint venture. Any investment remaining in the former affiliate or former joint venture is measured at fair value. The difference between the fair value of the remaining investment and any consideration from the realization of part of the investment and the book value of the investment at the time the use of the equity method is discontinued is recognized in profit or loss. Amounts previously recognized in other comprehensive income with respect to the same investment are treated in the same manner that would have been required if the invested entity had itself realized the related assets or related liabilities.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates and joint ventures are eliminated to the extent of the Group’s interest in these investments. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

C.

Use of estimates and assumptions in the preparation of the financial statements:

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. By their nature, these estimates are subject to measurement uncertainty and are reviewed periodically and adjustments, if necessary, are made in the year which they are identified. Actual results could differ from those estimates.

The following is a description of assumptions about the future and other factors for uncertainty in estimates at the end of the reporting period, which results in a significant risk that will result in material correlation to book values of assets and liabilities during the next reporting period:

Useful life of fixed assets and intangible assets — Useful life is based on management’s estimates of the period in which the assets will generate income, which are reviewed periodically for the purpose of examining the adequacy of these estimates. Changes in management’s estimates may lead to material changes in depreciation expense recognized in profit or loss.

Fair value of financial instruments — The fair value of financial instruments that are not quoted in an active market is measured in accordance with model-based valuation techniques. These techniques are significantly influenced by assumptions that serve as a basis for calculation, such as capitalization rates and estimates of future cash flows.

Inventory — The net realizable value of the inventory is reviewed at the end of each reporting period. Factors that may affect selling prices include the existing market demand for the company’s inventory, the activity of competitors in the market, superior technology in the market, the prices of raw materials and the bankruptcy of customers and suppliers.

Estimates of Receipts or Payments of Financial Instruments — If the Company updates the estimates of receipts or payments of financial instruments, it adjusts the value in the books of the financial instrument to reflect the actual cash flows and the updated estimate of the cash flows.

Contracts with customers — measuring the progress of performance commitments that exist over time the company estimates the total cost of completing each project based on estimates of material costs, labor costs, subcontractor performance and more.

F-11

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

D.

Foreign currency:

The consolidated financial statements are prepared in U.S. Dollars (the functional currency). Transactions and balances in foreign currencies are converted into US Dollars in accordance with the principles set forth by International Accounting Standard (IAS) 21 “The Effects of Changes in Foreign Exchange Rates”. Accordingly, transactions and balances have been converted as follows:

•

Monetary assets and liabilities — at the rate of exchange applicable at the consolidated statements of financial position date.

•

Exchange gains and losses from the aforementioned conversion are recognized in the statement of comprehensive income.

•

Expense items — at exchange rates applicable as of the date of recognition of those items.

•

Non-monetary items are converted at the rate of exchange used to convert the related consolidated statements of financial position items i.e. at the time of the transaction.

Foreign operations

On consolidation, the results of foreign operations are translated into US Dollars at exchange rates ruling when the transactions took place. All assets and liabilities of foreign operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date.

Exchange rate differences arising on translating the opening net assets at opening rate and the results of foreign operations at actual rate of exchange are recognized in other comprehensive income and accumulated in the foreign exchange reserve. Exchange differences recognized in profit or loss in the Group entities’ separate financial statements on the translation of long-term monetary items forming part of the Group’s net investment in the foreign operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation.

On disposal of a foreign operation, the cumulative exchange differences recognized in the foreign exchange reserve relating to that operation up to the date of disposal are classified to profit or loss as part of the profit or loss on disposal.

F.

Cash and cash equivalents:

Cash equivalents are considered by the Company to be highly liquid investments, including, inter alia, short-term deposits with banks and the maturity of which do not exceed three months at the time of deposit and which are not restricted.

Overdrafts, which are due on demand and form an integral part of the Company’s cash management, were included as a component of cash and cash equivalents for the purposes of presenting the statement of cash flows.

G.

Linkage:

Assets and liabilities linked to the consumer price index were included according to the appropriate index for each asset or liability.

CPI-linked loans are measured at reduced cost when the balance at the end of the reporting period is CPI-linked.

H.

Provisions:

Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be

F-12

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.

The effect of the time value is material, the amount of the provision is measured according to the present value of the projected expenses that will be required to settle the obligation.

The reduction of a provision is recognized in profit or loss as the reduction of the appropriate consequential item when the company actually bears it or at the date of its termination, whichever is later.

I.

Research and development costs:

Expenditure on research activities is recognized in profit or loss as incurred. Expenditure incurred on development activities including the Company’s development is capitalized where the expenditure will lead to new or substantially improved products and only if all the following can be demonstrated:

•

The product is technically and commercially feasible.

•

The Company intends to complete the product so that it will be available for use or sale.

•

The Company has the ability to use the product or sell it.

•

The Company has the technical, financial and other resources to complete the development and to use or sell the product.

•

The Company can demonstrate the probability that the product will generate future economic benefits.

•

The Company is able to measure reliability of the expenditure attributable to the product during the development.

Recognition of costs in the carrying amount of an intangible asset, ceases, when the asset is in the condition necessary for it to be capable of operating in the manner intended by management. Capitalized development costs are amortized on a straight-line basis over their estimated useful lives once the development is completed and the assets are in use.

Subsequent expenditure on capitalized intangible assets is capitalized only where it clearly increases the economic benefits to be derived from the asset to which it relates. All other expenditure, including that incurred in order to maintain an intangible assets current level of performance, is expensed as incurred. The Company did not meet those requirements for capitalization of research and development expenses.

J.

Leases:

The Company applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases:

•

Applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

•

Applied the exemption not to recognize right-of-use assets and liabilities for leases with less than 12 months of lease term remaining as of the date of initial application and do not contain a purchase option.

•

Applied the practical expedient provided by the standard to recognize right-of-use assets equal to the lease liability upon initial application.

Under IFRS 16, the Company recognizes right-of-use assets and lease liabilities for most leases. The Company adopted IFRS 16 using the modified retrospective approach, with recognition of transitional adjustments on the date of initial application (January 1, 2019), without restatement of comparative figures.

F-13

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

On initial application of IFRS 16, the Company recognized right-of-use assets and lease liabilities in relation to leases of office facilities and motor vehicles, which had previously been classified as operating leases. The lease liabilities were measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate as at January 1, 2019. The Company’s incremental borrowing rate is the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. The weighted-average rate applied was 4.5%. Right-of-use assets are measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.

Right-of-use assets:

The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets comprises the amount of the initial measurement of the lease liability; lease payments made at or before the commencement date less any lease incentives received; and initial direct costs incurred.

The recognized right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment. The right-of-use assets are presented within property, plant and equipment.

Lease liabilities:

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option that is reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition that triggers the payment occurs.

Lease term:

The term of a lease is determined as the non-cancellable period for which a lessee has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

K.

Share-based payment:

The Company has recognized share-based payment transactions, inter alia, for the purchase of goods or services. These transactions include transactions with employees and non-employee parties that will be settled in the Company’s equity instruments, such as shares or stock options, or that will be settled in cash based on the price or value of the Company’s equity instruments, and transactions that allow the Company or service or goods to choose between Cash in cash and disposal in the company’s equity instruments.

In the case of share-based payment transactions for employees disposed of in equity instruments, the value of the benefit is measured at the time of grant with respect to the fair value of the equity instruments granted.

With respect to share-based payment transactions for non-employee parties settled in equity instruments, the value of the transaction is measured with respect to the fair value of the goods and / or services received.

F-14

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

If the company is unable to reliably measure the fair value of the goods or services received, their fair value is measured with respect to the fair value of the equity instruments granted.

In the case of share-based payment transactions that are settled in cash, the value of the benefit is presented as a liability, which is measured at fair value at the end of each reporting period and at the date of settlement.

The benefit value of share-based payment transactions is recognized in profit or loss, unless the expense is included in the cost of an asset, against a capital fund over the vesting period based on the best estimate obtainable of the number of equity instruments expected to mature.

When the Company received services in exchange for a payment granted by the Parent Company, based on the Company’s equity instruments or the Parent Company’s equity instruments, it is a share-based payment transaction that is settled on equity instruments, so that an expense is recognized in profit or loss. From the parent company.

When changes are made to a share-based payment plan, the Company recognizes the effects of changes that increase the total fair value of the plan during the remaining vesting period.

L.

Transactions with controlling shareholders:

An asset transferred to the company by its controlling shareholder is presented in the company’s financial statements at its fair value at the date of the transfer. Any difference between the amount of consideration determined for the property and its fair value was recognized in equity.

An asset transferred from the Company to its controlling shareholder is deducted from the Company’s financial statements at its fair value at the date of the transfer. The difference between the fair value of the property and the book value at the date of transfer was recognized in profit or loss and the difference between the amount of consideration determined for the property at the time of transfer and its fair value was recognized in equity.

When the Company’s liability to a third party, in whole or in part, is taken by the controlling shareholder, the liability is deducted from the Company’s financial statements at fair value at the date of settlement when the difference between the book value of the liability and the fair value at the date of disposal is recognized in profit or loss. The obligation at the time of settlement and the amount of consideration determined by a capital seller.

A loan received from the controlling shareholder is presented on the date of recognition for the first time in the company’s financial statements as an asset or liability, as the case may be, at fair value when the difference between the amount of loan received or granted After recognition for the first time, the loan is presented in the financial statements of the company at its reduced cost while applying the effective interest method.

Transactions of business combinations under the same control are handled in accordance with the following principles:

— The assets and liabilities of the acquired entity are recognized for the first time in the financial statements according to their value in the books in the financial statements of the controlling shareholder on the eve of the business combination.

— The difference between the consideration determined in the transaction and the book value of the net assets of the acquired entity is recognized directly in equity.

F-15

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

The Company’s financial statements reflect the state of the business and the results of operations of the acquired entity, which is consolidated by way of the business combination, as if the business was merged on the day these entities came under the same control, so that previous periods were restated to reflect the business combination.

M.

Loss per share:

Loss per share is calculated by dividing the net loss attributed to the Company’s shareholders by the number of weighted ordinary shares that exist during the period. The basic loss per share includes only shares that actually exist during the period. Potential ordinary shares (convertible securities such as convertible bonds, warrants and employee stock options) are included only in the calculation of diluted earnings per share to the extent that their effect dilutes loss per share by converting them to decreases earnings per share or increases losses per share.

In addition, potential ordinary shares converted during the period are included in the diluted earnings per share only up to the date of conversion, and from that date are included in the basic loss per share.

N.

Government grants (except OCS grants):

A benefit of a loan from the bank with the participation of the government at interest rate lower than the market interest rate was treated as a government grant. The loan was recognized and measured in accordance with the aforesaid in Note 13. The benefit was measured as the difference between the initial book value of the loan and the consideration received.

The benefit component from the government’s participation in the loan was recognized as a financing activity in accordance with the Company’s policy for presenting interest payments in financing activity.

O.

OCS grants:

A grant from the Office of the Chief Scientist (OCS) received for research and development activities, for which the company undertook royalties’ payments to the government contingent on making future sales resulting from this financing, was treated as a loan that could be forgiven.

The grant was recognized as a liability in the financial statements, unless there is reasonable assurance that the company will meet the conditions for the forgiveness of the loan, then it has been recognized as a government grant. When the liability to the government does not bear market interest, the liability was recognized at its fair value in accordance with the market interest rate at the time the grant was received. The difference between the consideration received and the liability recognized in the statement of financial position at the time of receiving the grant was treated as a government grant and recognized as a reimbursement of research expenses or as a reduction of development costs capitalized as the case may be. Repayment of the liability to the government is reviewed every reporting period, with changes in the liability resulting from a change in the expected royalties recognized in profit or loss.

P.

Credit costs:

The Company recognized credit costs as an expense in the period of formation, except in cases where they can be directly attributed to the acquisition, construction or production of eligible assets, so these costs were capitalized as part of the cost of those assets. The company capitalized credit costs when exits were formed in respect of the property, credit costs were formed, and the activities required to prepare the property for its intended use or sale were carried out. The Company has stopped capitalizing credit costs when substantially all the activities required to prepare the eligible asset for its intended use or sale have been completed. During prolonged periods in which the active development of a qualifying asset was stopped, the company delayed the capitalization of credit costs.

F-16

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

Q.

Capital instrument:

Any contract that classifies a residual right in a company’s assets after deducting all its liabilities is classified as an equity instrument. Costs directly related to the issuance of an equity instrument are presented in equity less the issue.

Rights, options, or warrants offered in proportion to all existing owners of the same type of shares for the purchase of a fixed number of shares for a fixed amount in any currency have been classified as an equity instrument.

R.

Warrants:

Equity Warrants:   Receipts in respect of warrants for the purchase of shares of the company / subsidiary, which give the holder the right to purchase a fixed number of equity instrument (e.g., ordinary shares) in exchange for a fixed amount of cash, are presented classified as equity.

Financial liability:   Receipts in respect of warrants for the purchase of shares of the company, which give the holder the right to purchase a fixed number of ordinary shares in exchange for a variable amount, including when the exercise of the warrants is linked to any index or foreign currency, are classified as liabilities. (See also Note 16)

S.

Fair value measurement:

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

1.

In the principal market for the asset or liability, or

2.

In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

The Company measures the following balances according to Fair Value: financial lability warrants.

Classification of fair value hierarchy

The financial instruments presented in the statement of financial position at fair value are grouped into classes with similar characteristics using the following fair value hierarchy which is determined based on the source of input used in measuring fair value. The classification of an item into the below levels is based on the lowest level of the inputs used that has a significant effect on the fair value measurement of the item. Transfers of items between levels are recognized in the period they occur:

Level 1 — 

Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 — 

Inputs other than quoted prices included within Level 1 that are observable either directly or indirectly.

F-17

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

Level 3 — 

Inputs that are not based on observable market data (valuation techniques which use inputs that are not based on observable market data).

T.

Financial instruments:

Financial assets

The Company classifies its financial assets into the following category, based on the business model for managing the financial asset and its contractual cash flow characteristics. The Company’s accounting policy for the relevant category is as follows:

Amortized cost:   These assets arise principally from the services rendered to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest.

They are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. Impairment provisions for trade receivables are recognized based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables.

For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognized within general and administrative expenses in the consolidated statements of comprehensive income. On assessment that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

For this purpose, the company relied on historical data that includes debt settlement, failure rate of lost debt to each company in the group in the period of the last 5 years up to the date of measurement. The Company updates the impairment provision at the end of each reporting period, and the change in the provision as it exists is recognized as a gain or loss from an impairment loss or loss.

At the end of each reporting period the Company assesses whether an asset has been impaired due to credit risk, i.e. if an event has occurred that has a detrimental effect on the future cash flows of the estimated asset. Evidence that a property is defective includes for example a significant financial difficulty of the debtor.

The company deletes the value in the gross books of a financial asset, in whole or in part, when the company has no reasonable expectation of the return of the asset, for example when the debtor enters into a foreclosure or bankruptcy proceeding.

Fair value:   All other financial assets, including debt instruments when first recognized at fair value through profit or loss to eliminate or significantly reduce inconsistency in measurement or recognition, were first measured at fair value, and changes in fair value after initial recognition were recognized in profit or loss. Transaction costs that were directly attributed to these assets were recognized in profit or loss at the time they were incurred.

Reclassification of measurement groups after initial recognition is not possible unless the company changes its business model for managing financial assets.

The Company’s accounting policy for its financial liabilities is as follows:

Fair value:   This category comprises of Convertible securities and warrants which are carried in the consolidated statement of financial position at fair value with changes in fair value recognized in the consolidated statement of comprehensive income.

F-18

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

Amortized cost:   other financial liabilities include bank borrowings, loans from bank, trade payables, loan from major shareholder, leases and financial liability from government grants are initially recognized at fair value less any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortized cost using the effective interest method, which ensures that any interest expense over the period is at a constant interest rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs, as well as any interest or coupon payable while the liability is outstanding.

De-recognition

•

Financial assets — the Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the rights to receive the contractual cash flows.

•

Financial Liabilities — the Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

Impairment of financial assets

The Company assesses at the end of each reporting period whether there is any objective evidence of impairment of a financial asset as follows. Financial assets carried at amortized cost: there is objective evidence of impairment of other accounts receivable if one or more events have occurred after the initial recognition of the asset and that loss event has an impact on the estimated future cash flows. Evidence of impairment may include indications that the debtor is experiencing financial difficulties, including liquidity difficulty and default in interest or principal payments.

Write-off policy

The Company writes off its financial assets if any of the following occur:

1.

Inability to locate the debtor.

2.

Discharge of the debt in a bankruptcy.

3.

It is determined that the efforts to collect the debt are no longer cost effective given the size of receivable.

U.

Issue of a unit of financial instruments:

The issue of a unit of financial instruments like a financial liability (e.g., a loan) and free-standing derivative (e.g. warrants) involves the allocation of the proceeds received (before issue expenses) to the instruments issued in the unit based on the following order: financial derivatives and other financial instruments measured at fair value in each period. Then fair value is determined for financial liabilities that are measured at amortized cost. The proceeds allocated to equity instruments are determined to be the residual amount. Issue costs are allocated to each component pro rata to the amounts determined for each component in the unit.

V.

Impairment of non-financial assets

Oher intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present

F-19

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. A cash-generating unit is the smallest group of assets that independently generates cash flow and whose cash flow is largely independent of the cash flows generated by other assets.

W.

Assets and liabilities arising from engagements with customers:

•

Customers —

The company presents an unconditional right to receive consideration as debtors in respect of contracts (customers). The right to compensation is not conditional if only a lapse of time is required until the due date, even if it may be subject to repayment in the future. Upon first recognition of customers, any difference between the measurement of customers in accordance with International Financial Reporting Standard 9 and the corresponding amount of recognized revenue will be presented as an expense. The Company treats debtors in respect of contracts as financial assets.

•

Assets in respect of contracts —

The company presents a right to receive consideration for goods or services transferred to the customer as an asset in respect of a contract, when this right is conditional on a factor other than the passage of time. The Company handles the impairment of an asset in respect of a contract on the same basis as a financial asset at a reduced cost.

•

Liabilities in respect of contracts —

The Company presents an obligation to transfer goods or services to the customer, for which the company has received consideration from the customer (or unconditional consideration that has matured), as an obligation in respect of a contract (advances from customers).

X.

Inventories

Inventories are recognized at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The Company measures cost of raw materials on a First In First Out (“FIFO”) basis and finished goods according to costs based on direct costs of materials and labor.

Y.

Property, plant and equipment

Items of property, plant and equipment are initially recognized at cost. Cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. Depreciation is computed by the straight-line method, based on the estimated useful lives of the assets, as follows:

​	%
Leasehold Improvement	​	25 – 33
Machinery and Equipment	​	7 – 14
Computers	​	33.3
Furniture	​	15

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component

F-20

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

The assets’ residual values, depreciation rates, and depreciation methods are reviewed, and adjusted if appropriate, at the end of reporting period year. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is higher than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the profit or loss.

Z.

Employee benefits

The Group has several employee benefit plans:

1.

Short-term employee benefits: Short-term employee benefits include salaries, paid annual leave, paid sick leave, recreation and social security contributions and are recognized as expenses as the services are rendered. A liability in respect of a cash bonus or a profit-sharing plan is recognized when the Company has a legal or constructive obligation to make such payment as a result of past service rendered by an employee and a reliable estimate of the amount can be made.

2.

Post-employment benefits: The plans are normally financed by contributions to insurance companies and classified as defined contribution plans or as defined benefit plans. In Israel, the Group funds for most of its employee’s contribution plans pursuant to Section 14 to the Severance Pay Law since 2004 under which the Group pays fixed contributions and will have no legal or constructive obligation to pay further contributions if the fund does not hold sufficient amounts to pay all employee benefits relating to employee service in the current and prior periods.

AA.

Revenue recognition

Revenue is recognized based on the five-step model outlined in IFRS 15, Revenue from Contracts with Customers. IFRS 15 sets out a single revenue recognition model, according to which the entity shall recognize revenue in accordance with the said core principle by implementing a five-step model framework:

1.

Identify the contracts with a customer.

2.

Identify the performance obligations in the contract.

3.

Determine the transaction price.

4.

Allocate the transaction price to the performance obligations in the contract.

5.

Recognize revenue when the entity satisfies a performance obligation.

The company’s revenue from sales of products consists mostly of revenue from the sale of chip development services and the sale of modems for satellite communications and related products.

The Company recognizes revenue from development services, as set forth below, at the time the service is transferred to the customer and measures the revenue in an amount that represents the consideration that the Company expects to be entitled to for the same goods or service.

The Company recognizes revenue from the sale of satellite communications modems and related products when control is transferred to its customers: once the products have been physically delivered at the agreed location, the Company no longer has a physical holding, and usually has a present right to receive payment and does not retain any significant risks and benefits. In most of the company’s product sales, control is transferred when the products are shipped.

F-21

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

The company presents revenues from products and revenues from development and pre-production services in separate sections.

The company evaluates the products and services committed in each contract upon its creation in order to determine whether the contract includes a commitment / performance obligation. The Company treats goods or services as a separate performance obligation if they can be distinguished and the commitment to deliver the same goods or services is identifiable separately from other commitments in the contract. One of the Company’s contracts includes a commitment to license the Company’s intellectual property together with ancillary specialized services that are generally indistinguishable from each other because they are interdependent and closely related.

The Company determines the transaction price for each contract based on the consideration that the Company expects to be entitled to for the products or services provided subject to the contract. Sales tax, value added tax and other taxes which are levied by the company from income-generating activities are not included in the Company’s revenues. For contracts where part of the price may vary, the Company estimates a variable consideration in the most reasonable amount, which is included in the transaction price if and only when it is unlikely that there will be a significant cancellation of the recognized cumulative revenue. When the transaction price includes a non-cash consideration, the Company has measured its fair value at the time of the engagement, with subsequent changes in the fair value that are not due to the form of consideration being treated in accordance with the guidelines regarding variable consideration. The Company has chosen, as a practical relief, not to adjust the amount of consideration promised to the effects of a significant financing component in contracts when the period between execution by the Company and payment by the customer is one year or less. Ancillary items that are not material to the contract are recognized as an expense.

Revenue is recognized when control of the committed products or services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects to be entitled to against those goods or services. When a contract includes a license to use the Company’s intellectual property, together with other goods or services, the Company assesses the nature of the combined performance obligation to determine whether it is met over time or at a point in time.

When the commitment to the customer is to provide a right of access to the company’s intellectual property, the company recognizes revenue over time. The Company measures progress towards the full fulfillment of the Company’s performance obligations in methods based on outputs such as a performance survey completed as of any given date.

The Company presents a contract liability (deferred income) when cash payments are received or are due for payment before the Company’s performance subject to the contract, including amounts that are repayable. A right to consideration is presented as and asset only when it is not conditional, i.e., when only a lapse of time is required before the due date of the consideration arrives. When the company delivers goods or services before the customer pays any consideration or before payment’s due date, the company records it as a contractual asset, which is presented as part of other receivables.

BB.

Changes in accounting policies

New standards, interpretations and amendments not yet effective

The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

IAS1 — Presentation of Financial Statements

In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or

F-22

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES: (continued)

non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. The amendments also clarify that ‘settlement’ includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument. The amendments are effective for annual reporting periods beginning on or after January 1, 2022. However, in May 2020, the effective date was deferred to annual reporting periods beginning on or after January 1, 2023. The Company is currently evaluating the impact of IAS 1 amendments, however, at this stage it is unable to assess such impact.

NOTE 3 — TRADE ACCOUNTS RECEIVABLE:

​	December 31, 2021		December 31, 2020
Trade receivables	​	806	​	489
​	​	806	​	489

NOTE 4 — CONTRACT ASSETS:

​	December 31, 2021		December 31, 2020
Related parties	​	1,685	​	79
Others	​	4,330	​	1,875
​	​	6,015	​	1,954

NOTE 5 — OTHER CURRENT ASSETS:

​	December 31, 2021		December 31, 2020
Prepaid expenses	​	539	​	3,263
Government departments and agencies	​	2,880	​	3,227
Related parties	​	—	​	367
​	​	3,419	​	6,857

NOTE 6 — INVENTORY:

Inventories are stated at the lower of cost or market, computed using the first-in, first-out method.

Following is a breakdown of the Company’s inventory:

​	December 31, 2021		December 31, 2020
Raw materials	​	547	​	367
Finished goods inventory	​	138	​	308
​	​	685	​	675

NOTE 7 — LEASE LIABILITIES AND RIGHT OF USE ASSETS:

The Company has lease agreements that include leases of buildings and vehicles that are used for the purpose of carrying out the Company’s ongoing activities.

The lease agreements of the buildings are for a period of up to 5 years. While the lease agreements of the vehicles are up to 3 years.

F-23

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 7 — LEASE LIABILITIES AND RIGHT OF USE ASSETS: (continued)

The company leases the offices of its corporate headquarters located in Rehovot, Israel. The lease for this office expires in May 2023. The company also leases two offices in the UK: one office in Farnborough, and one office in Manchester. The two offices in the UK serve as research and development and operations centers. The lease for the office of Farnborough will expire in October 2023 and the lease for the office in Manchester will expire in March 2027. The company also has an office in Sofia Bulgaria, where it employs its antenna development team. The lease for the office in Bulgaria included two agreements which will expire in May 2024.

a.

Extension and cancellation options

The Company has lease agreements that include extension options. These options give the company flexibility in managing the lease transactions and adjustment to the company’s business needs.

The Company exercises significant discretion in examining whether it is reasonably certain that the extension options will be exercised.

The company included as part of the lease period also the exercise of the extension options existing in the agreements, for assets in which the company expects to exercise the option.

There are no extension options in vehicle lease agreements.

The Company also has certain leases of office facilities with lease terms of 12 months or less. The Company applies the exemption to the recognition of ‘short-term leases’ to these leases.

b.

The following is a list of the carried values of the lease assets recognized and the transactions during the period:

​	Buildings		Cars		Total
Cost	​	​	​	​	​	​
January 1, 2021	​	4,743	​	214	​	4,957
Additions	​	670	​	—	​	670
Disposals	​	(119)	​	(132)	​	(251)
December 31, 2021	​	5,294	​	82	​	5,376
Depreciation	​	​	​	​	​	​
January 1, 2021	​	(1,126)	​	(134)	​	(1,260)
Additions	​	(1,148)	​	(69)	​	(1,217)
Disposals	​	119	​	129	​	248
December 31, 2021	​	(2,155)	​	(74)	​	(2,229)
Net Book value December 31, 2021	​	3,139	​	8	​	3,147

F-24

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 7 — LEASE LIABILITIES AND RIGHT OF USE ASSETS: (continued)

​	Buildings		Cars		Total
Cost	​	​	​	​	​	​
January 1, 2020	​	3,445	​	211	​	3,656
Additions	​	1,923	​	3	​	1,926
Disposals	​	(625)	​	—	​	(625)
December 31, 2020	​	4,743	​	214	​	4,957
Depreciation	​	​	​	​	​	​
January 1, 2020	​	(798)	​	(67)	​	(865)
Additions	​	(953)	​	(67)	​	(1,020)
Disposals	​	625	​	—	​	625
December 31, 2020	​	(1,126)	​	(134)	​	(1,260)
Net Book value December 31, 2020	​	3,617	​	80	​	3,697

c.

Details regarding lease transactions

​	For the year ended
​	December 31, 2021		December 31, 2020
Interest expenses in respect of lease liabilities	​	547	​	386
Lease principal payments during the year	​	1,191	​	975

NOTE 8 — INVESTMENT IN JET-TALK:

In March 2018 Satixfy UK Limited (the “UK subsidiary”) signed a Joint Venture agreement with ST Electronics (Satcom & Sensor Systems) Pte Ltd (“STE”) according to which STE will invest USD 20 Million in the JV while the UK subsidiary had committed to provide to Jet Talk with future development services of a an electronically steerable Panel Antenna Array (“PAA”) and supporting modem, exclusive marketing rights for the commercial aviation market, technical skills, staff expertise, R&D facilities and non-exclusive, royalty-free, world-wide, perpetual, non-transferable, irrevocable license to use and commercially exploit the Company’s intellectual property for the purposes of development, production, sales and marketing of satellite antenna systems.

As part of the Company’s commitment to the future development services to Jet Talk, the Company signed two development agreements to provide an electronically steerable Panel Antenna Array (“PAA”) and supporting modem for a total consideration of USD 13M to be provided during 2018 through 2021.

Accordingly, The Joint Venture company, Jet Talk, was incorporated in UK and is 51% held by the UK subsidiary and 49% held by STE. Jet Talk developed the industry’s first Aero In Flight Connectivity (IFC) solution, delivering simultaneous high bit rate Internet and TV channels over current satellites.

Although the Company holds the majority of voting rights (51%), STE in fact participates in significant financial and operational decisions of Jet Talk made during the ordinary course of business including appointing a CEO, directing R&D activities, directing marketing activities while utilizing its East Asia business connections and its control over the Company’s financing activity. In view of the analysis of the relevant activities of the investee and the examination of the Company’s ability to direct these operations, the Company concluded that it has no influence over all of the investee’s most relevant operations and hence the Company has no control over the investee. Consequently, the investment in Jet Talk should be accounted for in accordance with the equity method and assessed under IFRS 28, Investments in Associates and

F-25

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 8 — INVESTMENT IN JET-TALK: (continued)

Joint ventures. Condensed financial information of JET-TALK:

​	December 31, 2021		December 31, 2020
Revenues	​	—	​	—
Net loss Company share	​	3,722	​	7,636
Company’s share in the loss of a company accounted by equity method, net	​	1,898	​	3,895

NOTE 9 — PROPERTY, PLANT AND EQUIPMENT, NET:

Property, plant and equipment consist of the following as of December 31, 2021, and 2020:

​	Computers		Leasehold improvements		Furniture		Machinery and Equipment		Total
Cost	​	​	​	​	​	​	​	​	​	​
January 1, 2021	​	866	​	467	​	470	​	178	​	1,981
Additions	​	90	​	10	​	111	​	—	​	211
December 31, 2021	​	956	​	477	​	581	​	178	​	2,192
Depreciation	​	​	​	​	​	​	​	​	​	​
January 1, 2021	​	(570)	​	(171)	​	(122)	​	(128)	​	(991)
Additions	​	(144)	​	(41)	​	(44)	​	—	​	(229)
December 31, 2021	​	(714)	​	(212)	​	(166)	​	(128)	​	1,220
Net Book value December 31, 2021	​	242	​	265	​	415	​	50	​	972

​	Computers		Leasehold improvements		Furniture		Machinery and Equipment		Total
Cost	​	​	​	​	​	​	​	​	​	​
January 1, 2020	​	740	​	380	​	390	​	178	​	1,688
Additions	​	126	​	87	​	80	​	—	​	293
December 31, 2020	​	866	​	467	​	470	​	178	​	1,981
Depreciation	​	​	​	​	​	​	​	​	​	​
January 1, 2020	​	(446)	​	(97)	​	(90)	​	(64)	​	(697)
Additions	​	(124)	​	(74)	​	(32)	​	(64)	​	(294)
December 31, 2020	​	(570)	​	(171)	​	(122)	​	(128)	​	(991)
Net Book value December 31, 2020	​	296	​	296	​	348	​	50	​	990

Depreciation expenses totaled 229 and 294 the year ended December 31, 2021 and December 31, 2020 respectively.

NOTE 10 — DEFERRED REVENUES:

Deferred revenues fully reflect the remaining amount to be recognized for each cut-off period in respect of certain contracts with customers.

F-26

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 11 — OTHER ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

​	December 31, 2021		December 31, 2020
Liabilities in respect of employees, wages and institutions in respect of wages	​	4,094	​	2,780
Accrued expenses	​	1,653	​	1,085
Contract liability	​	474	​	—
Liabilities to government institutions due to grants received	​	314	​	916
Government departments and agencies	​	169	​	575
Related parties	​	2,149	​	327
​	​	8,853	​	5,683

NOTE 12 — LIABILITIES FOR EMPLOYEE SEVERANCE PAY, NET

On May 7, 2006, an extension order in Israel came into force in the manufacturing industry (hereinafter — the “Extension Order”) which applied Section 14 of the Severance Pay Law. Thus, Israeli employees who began their work after May 7, 2006, will receive comprehensive pension insurance. The section also grants employee the right to receive, both in the event of dismissal and in the event of resignation, the component of severance pay, which has been accrued in the funds the Company has created for him/her. On the other hand, the arrangement in Section 14 of the Israeli Severance Pay Law releases the company from the obligation to complement fund contributions if the amount accumulated in the funds does not reflect the amount of severance pay due to the employee under law. The Company applies Section 14 of the Severance Pay Law to its employees.

NOTE 13 — LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET

a.

In July 2016, the Israeli subsidiary entered into an agreement for a bank loan (hereinafter — the “First Loan”) in the amount of 2,000 for a period of 36 months, at an annual interest rate of LIBOR + 6.9%. Monthly principal payments are being paid for a period starting from May 2017 up to July 2019. For that purpose, the Company provided collateral to the bank. In addition, the Company has issued warrants for a period of 6 years. The warrant granted is for 400 to obtain fully paid and non-assessable shares of the Company with same right, preference and privileges as for such class and pro-rata right with other investors at a percentage of the lowest purchase price of any share issued or issuable pursuant to equity raising after the date of the warrant and the warrant is valid for six years after provision of the loan. These warrants have been classified as derivative liabilities and are recorded at the fair value.

According to the warrant agreement, the Exercise alternatives of the Bank include exercise for cash on the one hand and Cashless exercise (“Net Exercise”) on the other hand. However, the agreement also determines an Alternative Payment, in which in case of an Exit Transaction as defined the Warrant Agreement and/or in the event that the bank is required by the underwriter to exercise the warrants, the Bank may elect to waive all or any portion of the rights it may then have for the Payment of the Company of the Alternative Payment, as defined in the agreement up to $320K. This Alternative Payment is solely under the Bank’s discretion.

b.

In May 2019 and in March 2020, the Israeli subsidiary took out a loan including two portions from a bank in the amounts of 5 million and 3 million, respectively, for a period of 36 months (hereinafter: the “Second Loan”). The Second Loan carries an annual interest rate of monthly LIBOR + 6.9%. Monthly principal payments will commence in June 2020. In order to secure the Second Loan, the Company provided the bank with pledged deposits. In addition, the parent company provided the bank with a guarantee to secure all of the Company’s debts and obligations and issued warrants for a

F-27

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 13 — LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET (continued)

period of 10 years convertible to preferred C shares upon holder’s discretion, with a price of $ 625 for the first portion and $ 375 for the second portion.

According to the warrant agreement, the Exercise alternatives of the Bank include exercise for cash on the one hand and Cashless exercise (“Net Exercise”) on the other hand. However, the agreement also determines an Alternative Payment, in which in case of an Exit Transaction as defined the Warrant Agreement and/or in the event that the bank is required by the underwriter to exercise the warrants, the Bank may elect to waive all or any portion of the rights it may then have for the Payment of the Company of the Alternative Payment, as defined in the agreement up to $800K. This Alternative Payment is solely under the Bank’s discretion. Notwithstanding the above, in case that a Qualified Financing, as determined the Bank Warrant Agreement, has occurred prior to November 15, 2020 (“Determining Date”), then the Bank is entitled to exercise his warrants to the same class of shares in the Qualified Financing, with the same rights and exercise price.

The issuance of the loan together with the warrants is an issuance of a unit of financial instruments for accounting purposes. Accordingly, the warrants’ fair value was determined first independently to amount to $ 311 for July 2016 and $471 and $ 295 in May 2019 and March 2020 grants, respectively. Being a financial liability derivative, the warrants are measured at each reporting date at fair value with changes recorded in profit or loss. This fair value at initial recognition was subtracted from the proceeds of the loan, creating a discount on the loan and an effective interest rate was imputed to measure the loan at amortized cost at each balance sheet date. See also note 16.

c.

In April 2020, following the Corona pandemic, the Israeli subsidiary took out a five-year state-guaranteed bank loan on preferential terms bearing a yearly interest of premium plus 1.5%. In order to guarantee this loan, the company provided the bank with a cash deposit of 5% of the loan amount and a $ 1.1 million paternal guarantee.

d.

In September 2020, following the Corona pandemic, the Israeli subsidiary took out an additional five-year state-guaranteed loan with preferential terms bearing a yearly interest rate of prime plus 1.5%. In order to guarantee this loan, the company provided the bank with a cash deposit of 5% of the loan amount and a $ 0.9 million paternal guarantee.

e.

In April 2021 and in August 2021 the Company signed a USD 5 million and USD 2.3 million loan agreements, respectively, with a financial institution named Liquidity Capital II L.P. (“Liquidity”), with a repayment period of thirty (30) months. The loan bears a monthly interest of 16.4% on the outstanding balance with the following schedule: (i) First six (6) monthly installments of interest only and; (ii) Twenty-four (24) months thereafter equal monthly installments of the principal amount plus interest.

For that purpose, the Company granted to Liquidity a warrant for a period of eight (8) years, which, upon exercise, in whole or in part, in accordance with the following terms, will enable to receive preferred shares C of the Company (hereinafter — “the shares”), in a minimum value of USD 365 which might be adjusted upon certain future events. The exercise price per warrant share Shall be US$9.36, subject to adjustment from time to time pursuant to the terms of the Warrant. This fair value at initial recognition was subtracted from the proceeds of the loan, creating a discount on the loan and an effective interest rate was imputed to measure the loan at amortized cost at each balance sheet date. See also note 16.

​	For the year ended December 31
​	2021		2020
Long term loans from financial institutions	​	6,943	​	6,314
Current maturities	​	6,334	​	2,161

F-28

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 13 — LONG TERM LOANS FROM FINANCIAL INSTITUTIONS, NET (continued)

Financial covenants:

In accordance with the 2019 loan agreement of the Israeli subsidiary has undertaken that at any given time, it will hold at least 80% of its cash balance in Mizrahi-Tefahot Bank and in any case, the cash balance will not be less than $ 500,000; and in total, the Company’s consolidated cash balance will not decrease $2 million at any time. As of December 31, 2021, the Company and the Israeli subsidiary met these financial covenants.

NOTE 14 — LOAN FROM SHAREHOLDER:

In March 2020 the English subsidiary signed a USD 5 million loan agreement with an existing shareholder of the company, with a repayment period of thirty-six (36) months. The loan bears interest through the repayment of the loan, which is accrued quarterly at the end of each calendar quarter, as follows: (a) 200 basis points according to Libor plus 30 days for the twelve (12) first months from the start date and additional 50 basis points every 6 months until the end of the repayment period.

As part of the loan agreement, the Company granted the shareholder warrants, which, upon exercise, in whole or in part, in accordance with the following terms, will enable the holder to receive Preferred C shares of the Company (hereinafter — “the shares”), in aggregate value of the amount the holder actually lent to the Company in accordance with the loan agreement pre exercise of this warrant (that is up to USD 5 million) at an option price per share (hereinafter — “the exercise price”) equal to USD 6.078 in exchange for preferred shares in a total amount not less than USD 500 before the start date. The warrants were classified to equity and were first booked at fair value.

The loan includes financial covenants whose non-compliance allows demand for immediate repayment of the loan.

The company took out a USD 5 million “key personnel” insurance policy as a guarantee for the loan on the company’s Former CEO, Mr. Yoel Gat.

The fair value of the loan at initial recognition was determined independently with the assistance of a professional valuer who established an equivalent market rate of interest to the loan without the warrants feature. Under IFRS 9, the loan is measured subsequently at amortized cost using the effective interest rate imputed at initial recognition from the fair value of the loan, as mentioned before. This calculated interest rate would determine the finance expenses throughout the life of the loan until conversation or settlement.

NOTE 15 — RELATED PARTIES:

The Company’s policy is to enter into transactions with related parties on terms that are on the whole no less favorable to it than those that would be available from unaffiliated parties at arm’s length. Based on its experience in the business sectors in which it operates and the terms of the transactions with unaffiliated third parties, The Company believes that all of the transactions described below met this policy standard at the time they occurred.

On May 4, 2017, the Company’s Board of Directors approved the execution of a management and consulting services agreements with Ilan Gat Engineers Ltd. (hereinafter: “Ilan Gat”), an entity controlled by Mr. Yoel Gat, the Former CEO and a significant shareholder in the Company. According to this agreements, as of 2018, the management fees will be paid to Ilan Gat, which consists of a monthly management fees of USD 50 and reimbursement of other monthly expenses for the services of Yoel Gat and Simona Gat, the President and COO of the Company. In November 2019 the Company’s board of directors approved a retroactive update of the monthly management fee starting in January 2019 to the amount of USD 100 and reimbursement of other monthly expenses. In January 2021 the Company’s board of

F-29

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 15 — RELATED PARTIES: (continued)

directors approved an update of the monthly management fee starting in January 2021 to the amount of USD 110 and reimbursement of other monthly expenses. On December 24th, 2020 and on January 4th, 2021 the board and the shareholders, respectively approved the grant of 1.3 million options to Yoel Gat and 1.3 million options to Ms. Simona Gat to purchase ordinary shares of the Company according to the 2020 Share Award Plan.

On May 4, 2017, the board of directors of the Company approved the execution of a management and consulting services agreement, Raysat Israel Ltd., an entity controlled by Mr. Yoav Leibovitch, Chairman, Interim CEO and CFO, pursuant to which Mr. Leibovitch’s management fees consisting of: (i) management fees of USD 25 on a monthly basis, and reimbursements of other monthly expenses In November 2019 the company board approved the monthly management fee update retroactively from January 2019 to the amount of USD 50 and reimbursement of other monthly expenses. In January 2021 the Company’s board of directors approved an update of the monthly management fee starting in January 2021 to the amount of USD 55 and reimbursement of other monthly expenses. On December 24th, 2020 the board approved the grant of 1.3 million options to Mr. Yoav Leibovitch to purchase ordinary shares of the Company according to the 2020 Share Award Plan.

On February 6, 2018 and on February 14, 2020 the Company signed on three development agreements with Jet Talk to provide an electronically steerable Panel Antenna Array (“PAA”) and supporting modem for a total consideration of USD 32,000 to be provided during 2018 through 2023. (See also Note 8).

On May 2018 the Company signed a subscription agreement with one of its shareholders for investment of USD 5,000 of which, initial payment of USD 750 was transferred on May 2018. The investment hasn’t been completed and on December 2020 the Company issued 123 Ordinary shares in consideration of the initial payment.

Transactions with related parties

​	For the year ended December 31
​	2021		2020
Revenues from Jet Talk	​	3,116	​	7,279
Revenues from iDirect	​	2,074	​	—

For the year ended December 31, 2021:

Name	Position	Scope of Position	Holding Rate	Salary and related expenses	Expected Bonus	Share- Based Payments
Ilan Gat (Yoel Gat)	Former CEO	Full Time	22.5%	660	76	39
Ilan Gat (Simona Gat)	President and COO	Full Time	0%	660	76	39
Raysat (Yoav Leibovitch)	CFO	Full Time	12.2%	660	76	39

For the year ended December 31, 2020:

Name	Position	Scope of Position	Holding Rate	Salary and related expenses	Expected Bonus	Share- Based Payments
Ilan Gat (Yoel Gat)	Former CEO	Full Time	22.5%	600	—	—
Ilan Gat (Simona Gat)	President and COO	Full Time	0%	600	—	0.7
Raysat (Yoav Leibovitch)	CFO	Full Time	12.2%	600	—	0.7

F-30

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 15 — RELATED PARTIES: (continued)

Outstanding balances with related parties

​	For the year ended December 31
​	2021		2020
Assets	​	​	​	​
Jet Talk	​	—	​	446
Total Assets	​	—	​	446
Labilities	​	​	​	​
Raysat Israel Ltd.	​	605	​	60
Ilan Gat Engineers Ltd	​	1,210	​	117
Liability to shareholder	​	334	​	150
Total Liabilities	​	2,149	​	327

NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT:

The Company’s activities expose it to various financial risks, such as market risk, including currency risk, credit risk and liquidity risk. The Company’s overall risk management plan focuses on minimizing possible adverse effects on the Company’s financial performance.

Risk management is performed by the CFO, which includes examining certain exposures to risks, such as exchange rate risk, credit risk. In 2021, the Company did not use derivative financial instruments to hedge its operations.

Credit risk:

Credit risk is created when the failure of parties against the fulfillment of their obligations may reduce the amount of future cash flows from the financial assets held by the Company to the balance sheet date. The Company’s main financial assets are cash and cash equivalents, customers and other receivables, and represent the Company’s maximum exposure to credit risks in connection with its financial assets. The company holds cash in large financial institutions.

The par value of financial assets represents the maximum credit exposure.

The maximum exposure to credit risk at the time of reporting was:

​	31.12.2021		31.12.2020
Cash	​	3,854	​	6,983
Customers	​	806	​	489
Other accounts receivable	​	711	​	—
Contract assets	​	6,015	​	1,954
Total	​	11,386	​	9,426

Currency risk:

Currency risk is the risk that the value of financial instruments will be affected by changes in exchange rates. Currency risk is created when future commercial transactions and recognized assets and liabilities are denominated in a currency other than the Company’s operating currency. The company is exposed to

F-31

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued)

foreign currency risk resulting from exposures to various currencies, mainly in relation to the New Israeli Shekel, the Euro and the British Pound.

The company’s policy is not to execute currency protection transactions.

As of the balance sheet date, the Group’s exposure to currencies as follows:

​	December 31, 2021
​	NIS		EUR		GBP		USD		Total
Assets:	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	747	​	19	​	2,454	​	634	​	3,854
Trade receivables	​	80	​	77	​	608	​	41	​	806
Other accounts receivable	​	—	​	711	​	—	​	—	​	711
Contract Assets	​	—	​	—	​	1,248	​	4,767	​	6,015
​	​	827	​	807	​	4,310	​	5,442	​	11,386
Liabilities:	​	​	​	​	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​	​	​	​	​
Current maturities long-term loans	​	(508)	​	—	​	—	​	(5,826)	​	(6,334)
Trade payables	​	(518)	​	(945)	​	(3,594)	​	(3,465)	​	(8,522)
Payables and credit balances	​	(5,164)	​	—	​	(1,032)	​	(436)	​	(6,632)
​	​	(6,190)	​	(945)	​	(4,626)	​	(9,727)	​	(21,488)
Non-current liabilities:	​	​	​	​	​	​	​	​	​	​
Long term loans from banks	​	(1,543)	​	—	​	—	​	(5,400)	​	(6,943)
Net balances	​	(6,906)	​	(138)	​	(316)	​	(9,685)	​	(17,045)

​	December 31, 2020
​	NIS		EUR		GBP		USD		Total
Assets:	​	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	933	​	3,572	​	919	​	1,559	​	6,983
Trade receivables	​	—	​	—	​	328	​	161	​	489
Contract Assets	​	—	​	—	​	1,875	​	79	​	1,954
​	​	933	​	3,572	​	3,122	​	1,799	​	9,426
Liabilities:	​	​	​	​	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​	​	​	​	​
Current maturities long-term loans	​	(79)	​	—	​	—	​	(2,082)	​	(2,161)
Trade payables	​	—	​	(368)	​	(1,110)	​	(5,673)	​	(7,151)
Payables and credit balances	​	(2,813)	​	—	​	(653)	​	(205)	​	(3,671)
​	​	(2,892)	​	(368)	​	(1,763)	​	(7,960)	​	(12,983)
Non-current liabilities:	​	​	​	​	​	​	​	​	​	​
Long term loans from banks	​	(1,718)	​	—	​	—	​	(4,596)	​	(6,314)
Net balances	​	(3,677)	​	3,204	​	1,359	​	(10,757)	​	(9,871)

F-32

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued)

Sensitivity analysis:

A 10% strengthening of the dollar against the following currencies would have resulted in an increase (decrease) in the equity and profit and loss in the amounts presented below. This analysis assumes that all other variables, and especially interest rates, remain constant. A 10% weakening of the currency against the relevant currencies will have the same effect in the opposite direction on equity and profit and loss.

​	31.12.2021		31.12.2020
Linked to NIS	​	(6,904)	​	(3,677)
​	​	10%	​	10%
​	​	(690)	​	(368)
Linked to EUR	​	(138)	​	3,204
​	​	10%	​	10%
​	​	(14)	​	320
Linked to GBP	​	(316)	​	1,359
​	​	10%	​	10%
​	​	(32)	​	136

Liquidity risks:

Liquidity risks arise from the management of the Group’s working capital as well as from the financing expenses and principal repayments of the Group’s debt instruments. Liquidity risk is the risk that the Group will find it difficult to meet obligations related to financial liabilities.

Liquidity risks arise from the management of the Group’s working capital as well as from the financing expenses and principal repayments of the Group’s debt instruments. Liquidity risk is the risk that the Group will find it difficult to meet obligations related to financial liabilities.

The following is an analysis of the contractual maturities of financial liabilities in accordance with nominal values for settlement.

Based on the earliest time the company will be required to pay:

31.12.2021	Within 30 days		1 – 12 Months		1 – 5 Years		Total
Current maturities long-term loans	​	448	​	5,886	​	—	​	6,334
Liabilities in respect of leases-ST	​	132	​	857	​	—	​	989
Trade payables	​	—	​	8,522	​	—	​	8,522
Payables to related parties	​	—	​	2,149	​	—	​	2,149
Other Accounts Payable	​	—	​	4,483	​	—	​	4,483
Long term loans from banks, net	​	—	​	—	​	6,943	​	6,943
Liabilities in respect of leases-LT	​	—	​	—	​	2,984	​	2,984
Loan from Shareholder	​	—	​	—	​	4,533	​	4,533
Warrant Liabilities	​	—	​	1,392	​	—	​	1,392
Total	​	580	​	23,289	​	14,460	​	38,329

F-33

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued)

31.12.2020	Within 30 days		1 – 12 Months		1 – 5 Years		Total
Current maturities long-term loans	​	147	​	2,014	​	—	​	2,161
Liabilities in respect of leases-ST	​	114	​	818	​	—	​	932
Trade payables	​	—	​	7,151	​	—	​	7,151
Other Accounts Payable	​	—	​	3,671	​	—	​	3,671
Payables to related parties	​	—	​	327	​	—	​	327
Long term loans from banks, net	​	—	​	—	​	6,314	​	6,314
Liabilities in respect of leases-LT	​	—	​	—	​	3,465	​	3,465
Loan from shareholder	​	—	​	—	​	4,212	​	4,212
Warrant Liabilities	​	—	​	1,118	​	—	​	1,118
Total	​	261	​	15,099	​	13,991	​	29,351

Fair value of financial instruments measured at fair value on a periodic basis

​	Level		31.12.2021		31.12.2020
Financial Liabilities:	​	​	​	​	​	​
Warrants Liabilities	​	3	​	1,392	​	1,118

Classification of financial instruments by fair value hierarchy:

The financial instruments measured in the balance sheet at fair value are classified, according to groups with similar characteristics, into a fair value ranking as follows, determined in accordance with the data source used to determine the fair value:

Level 1: Quoted prices (without adjustments) in an active market of identical assets and liabilities.

Level 2: Non-quoted prices data included in Level 1 which can be viewed directly or indirectly.

Level 3: Data that are not based on viewable market information (assessment techniques without the use of viewable market data).

As mentioned in Note 13, the warrants granted to the bank and to Liquidity are derivative financial liablities and accordingly measured at each balance date at fair value through profit or loss.

For the purpose of measuring the fair value of the warrants, a model based on Black Scholes and Merton was used. The inputs used in determining the fair value are: a risk-free interest rate of 0.723%, an expected exercise period of between 0.75 and 6.5 years and an expected volatility of approximately 50%.

​	Warrants
Balance at January 1, 2020	​	814
Issuance of warrants	​	295
Changes in fair value recognized in finance expenses	​	9
Balance at December 31, 2020	​	1,118
Issuance of warrants	​	74
Changes in fair value recognized in finance expenses	​	200
Balance at December 31, 2021	​	1,392

F-34

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 16 — FINANCIAL INSTRUMENTS — RISK MANAGEMENT: (continued)

For further details, see Note 13.

NOTE 17 — LIABILITY FOR ROYALTIES PAYABLE

The Company received the approval of the Israel Innovation Authority (the “IIA”) for its participation in certain development expenses carried out by the Company, within the framework of determined budgets and time periods.

In accordance with its commitment, the Company is obliged to pay the IIA royalties of 3-4% of sales, constituting the revenues derived from sales of the Company’s revenues based on the financing by the IIA, up to the total amount of the grant actually received, all linked to the exchange rate of the USD and bears an annual interest linked to the LIBOR. Therefore, the total amount of the grants that will be repaid through royalties and will increase until repayments begin.

The difference between the consideration received and the liability recognized at inception (present value) was treated as a government grant according to IAS 20 and recognized as a reimbursement of research expenses or a reduction in capitalized development costs.

​	December 31, 2021		December 31, 2020
At January 1	​	1,596	​	1,606
Principal Payments	​	(488)	​	—
Exchange rate differences	​	(82)	​	189
Amounts recognized as an offset from research and development expenses	​	(258)	​	—
Revaluation of the liability	​	600	​	(199)
As of December 31	​	1,368	​	1,596

NOTE 18 — EQUITY

a.

Ordinary share:

Ordinary share confers upon its holders the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared.

b.

Preferred A Shares:

In November 2015, the Company granted warrants to two shareholders with a total exercise price of $ 1.5 million each exercisable to 455 Preferred A shares at an exercise price of $ 3.295 each. In September, 2018, all the warrants were exercised.

The preferred A shares are convertible into the Company’s ordinary shares on a one-to-one basis at the option of the holder or automatically upon the consummation of an underwritten listing of the Company in which the offer valuation of the Company represents a price per Ordinary Share of not less than 200% of the Preferred A Subscription Price.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the preferred shares are entitled to, after full satisfaction of the Preferred B Liquidation Preference, the holders of Preferred A Shares shall receive any amount equal to the higher of (1) the Preferred A Subscription Price and any declared and unpaid dividends plus 8% per annum; and (2) the pro-rata portion of the remaining funds in proportion to the amounts such holders would be entitled to receive if the Preferred A Shares were converted into Ordinary Shares immediately prior to the liquidation event.

F-35

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 18 — EQUITY (continued)

c.

Preferred B Shares:

On January 26, 2017 and February 7, 2017, the Company entered into two Securities Purchase Agreements with Golden Arie Hi-tec Investment PTE, providing for the issuance in private placement to the investors thereunder an aggregate amount of 1,137 preferred shares for a total consideration of USD 4.997.

On March 28, 2017, the Company entered into a Securities Purchase Agreements with Glory Venture Investment Fund II LP, providing for the issuance in private placement to the investors thereunder an aggregate amount of 228 preferred shares for a total consideration of USD 751.

The preferred shares are convertible into the Company’s ordinary shares on a one-to-one basis at the option of the holder or automatically upon the consummation of the Company of a Qualified IPO (a Listing that ascribes a pre-money equity valuation of the Company of not less than the higher of (i) USD 300,000,000 and (ii) 200% of the post-money valuation of the Company immediately following the latest issuance of Preferred B Shares to the Investor or any Follow On Investment other than any issuance of Preferred B Shares at a higher price per Share than the price per Share paid by the Investor) which provided that each holder of Preferred B Shares has received prior to the consummation of such Qualified IPO by way of dividend an amount equal to the Preferred B liquidation preference subject to the cap.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the preferred shares are entitled to receive an amount equal to the higher of (1) 200% of the Preferred B Subscription Price plus all declared but unpaid dividends; and (2) an amount which constitutes an overall internal rate of return equal to 20% per annum plus all declared but unpaid dividends. The aforesaid shall be capped at 3 times the Preferred B Subscription Price.

d.

Preferred C Shares:

On August 21, 2017, the Company entered into three Securities Purchase Agreement with Signal Intelligence International ltd, providing for the issuance in private placement to the investor thereunder an aggregate amount of 823 preferred shares for a total consideration of USD 5.002.

On September 4, 2017 the Company entered into a Securities Purchase Agreement with Marc Jakobson, a private investor, providing for the issuance in private placement to the investor thereunder an aggregate amount of 33 preferred shares for a total consideration of USD 200.

The preferred shares are convertible into the Company’s ordinary shares on a one-to-one basis at the option of the holder or automatically upon the consummation of an underwritten listing of the Company in which the offer valuation of the Company represents a price per Ordinary Share of not less than 200% of the Preferred C Subscription Price.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the preferred shares are entitled to, after full satisfaction of the Preferred B Liquidation Preference and Preferred A Liquidation Preference , the holders of Preferred C Shares are entitled to receive an amount equal to the higher of (1) 200% of the Preferred B Subscription Price plus all declared but unpaid dividends; and (2) an amount which constitutes an overall internal rate of return equal to 20% per annum plus all declared but unpaid dividends.

The aforesaid shall be capped at 3 times the Preferred B Subscription Price.

e.

Share Option Plan:

On September 4, 2013, the Company’s board directors adopted for the first time the 2013 Share Incentive Plan pursuant to which the board of directors is authorized to issue share options, restricted share

F-36

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 18 — EQUITY (continued)

and other awards to officers, directors, employees, consultants and other service providers of the Company’s Israeli subsidiary. Each option can be exercised for one ordinary stock with a par value of US USD 0.008. Each option is exercisable over up to 10 years from the grant date. On May 12, 2020 following the Reorganization described in Note 1(a) the board of directors adopted 2020 Share Award Plan replacing the 2013 Share Incentive Plan and all the Israeli employees were re granted according to the 2020 Share Award Plan after receiving an approval from the Israeli Tax Authorities for tax exemption in accordance with the provisions of section 104B (f) of the Income Tax Ordinance.

The Options granted under the 2013 Share Incentive Plan and under 2020 Share Award Plan are subject to Section 102 of the Israeli Tax Ordinance, the minimum period in which the Allocated Options granted to a participant or, upon exercise or vesting thereof the Underlying Shares, are to be held by the Trustee on behalf of the participant, in accordance with Section 102, and pursuant to the Tax Track which the Company selects subject to the provisions of Section 102(g) of the Israeli Tax Ordinance.

In 2021, the Company granted 2,829 options to the Company’s employees. In 2021, 58 options were exercised by employees and converted to shares. As of December 31, 2021, 7,710 options to purchase the Company’s shares are outstanding, of which 3,138 are exercisable.

On May 4, 2017 the Company’s board of directors approved EMI share option scheme pursuant to which the board of directors is authorized to issue share options, restricted share and other awards to officers, directors, employees, consultants and other service providers of the Company’s UK subsidiaries. Each option can be exercised for one ordinary stock with a par value of US USD 0.008. Options granted vest in equal tranches over three years from the grant date. Each option is exercisable over up to 10 years from the grant date. On May 12, 2020 following the Reorganization described in Note 1(a) the board of directors adopted 2020 EMI Share Option Plan replacing the EMI share option scheme and all the employees in UK were re granted according to the 2020 EMI Share Option Plan.

Under the rules of the scheme, share options only become exercisable upon an exit event. An exit event is defined as the sale or transfer of the whole of the undertaking or assets of the company and its subsidiaries or a successful listing on a recognized share exchange. If the share options remain unexercised after a period of ten years from the date of grant the share options will automatically lapse and cease to be exercisable. In the event that an employee leaves the employment of the company or its group, for whatever reason (including death), all share options are forfeited immediately. All share options granted are non-assignable under the rules of the scheme and any ordinary shares ultimately acquired on the exercise of a share option are subject to certain restrictions as stipulated in the company’s articles of association.

The following table summarizes information about share options outstanding and exercisable as of December 31, 2021:

Options Outstanding			Options Exercisable
Number Outstanding on December 31, 2021	Weighted Average Remaining Contractual Life		Number Exercisable on December 31, 2021		Exercise Price
​	Years		​	​	USD
947	​	3.03	​	947	​	0.0001
563	​	2.17	​	563	​	0.536
260	​	6.45	​	260	​	0.55
1,453	​	7.17	​	1,182	​	1.102
4,487	​	8.96	​	186	​	2.5
7,710	​	​	​	3,138	​	​

F-37

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 18 — EQUITY (continued)

​	2021				2020
​	Number of Options		Weighted Average Exercise Price		Number of Options		Weighted Average Exercise Price
​	USD		​	​	USD		​	​
Options outstanding at the beginning of year:	​	6,448	​	1.57	​	3,579	​	0.42
Changes during the year:	​	​	​	​	​	​	​	​
Granted	​	1,499	​	2.34	​	3,575	​	2.38
Exercised	​	58	​	1.10	​	572	​	0.0001
Forfeited	​	179	​	1.83	​	134	​	1.10
Options outstanding at end of year	​	7,710	​	1.72	​	6,448	​	1.23
Options exercisable at year-end	​	3,138	​	0.705	​	2,814	​	0.31

The fair value of each option granted is estimated on the date of grant, using the Black-Scholes framework with the following assumptions: dividend yield of 0% for all years; expected volatility: – 40%-60%; risk-free interest rate: 0.1%-2.5%-; and expected life: 2-4 years.

The Company is required to assume a dividend yield as an input in the Black-Scholes model. The dividend yield assumption is based on the Company’s historical experience and expectation of future dividends payouts and may be subject to change in the future.

NOTE 19 — MATERIAL COMMITMENTS:

The Company’s UK subsidiaries had signed several agreements with the European Space Agency (hereinafter: “ESA” or “The Agency”) as part of the Agency’s ARTES programs. The objectives of ARTES programs are to ensure the readiness of the industry to respond to commercial opportunities by focusing the activities on technological innovation in equipment, systems and applications for satellite communication, resulting in products ready for future exploitation within either the commercial or institutional market. Accordingly, the Agency had agreed to participate in the funding of the development of an integrated chip sets for several industries, which includes both hardware and software. The Agency’s participation varies between 50%-75% of the cost, depending on the nature of the engagement.

The grants are recognized in the statement of operations as a reduction of research and development expenses and are recognized when the Company is entitled, on the basis of the accumulation of expenses for which the grants are received.

The Agency do not require any future royalties nor any ownership of the Intellectual Property (“IP”) resulting from the development which is owned by the Company’s UK subsidiaries, however, the agreement do stipulates that the IP will be available to the Agency on a free, worldwide license for its own requirements, The Agency can require the Company to license the IP to certain bodies that are part of specified Agency programs, for the Agency’s own requirements on acceptable commercial terms and can also require the Company to license the IP to any other third party for purposes other than the Agency’s requirements subject to the approval of the Company that those other purposes do not contradict its commercial interests.

Grants received from ESA are recognized in the statement of operations as a reduction of the research and development expenses and are recognized when the Company is entitled, on the basis of the accumulation of expenses for which the grants are received.

The Subsidiary also participated in programs that were financed by the Government of Israel for supporting research and development activities. As of 31 December 2021, the Subsidiary had obtained

F-38

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 19 — MATERIAL COMMITMENTS: (continued)

grants from the Israel Innovation Authority to finance its research and development programs in the aggregate of USD 6,122 thousand, of which 3,289 bear royalties.

In return for financing these programs, the Subsidiary committed to pay the Israel Innovation Authority royalties of 3%-4% of total sales of products from revenues related to these programs. The royalties will be paid up to a maximum amount representing 100% of total grants received and are linked to the U.S. dollar exchange rate with the addition of an annual dollar interest rate. As of 31 December 2021, and 31 December 2020 the Subsidiary has accumulated liability in respect of royalties to the Israel Innovation Authority in the amount of USD 314 and USD 916 thousand, respectively, representing 3%−4% of revenues.

As of 31 December 2021, and 31 December 2020, the Subsidiary has a contingent liability to the Chief Scientist in the amount of USD 2,295 and USD 2,260, respectively, based on discounted future royalties at an interest rate of 20%, respectively.

Legal proceedings

In 2021 the Company was not subject to any pending or threatened legal proceedings, nor is our property the subject of a pending or threatened legal proceeding. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

See also Note 2(c).

Covenants

In accordance with the loan arrangement of the Israeli subsidiary of the Company from 2019, the Israeli subsidiary undertook that at any given time, it will hold at least 80% of its cash balance in Mizrahi-Tefahot Bank and in any case, the cash balance will not be less than USD 500, and in total the comp’ny’s accounts will not be less than USD 2,000 at any time. As of December 31, 2021, the Company and its Israeli subsidiary had met these covenants.

Royalty commitments

The Company receives research and development grants from the Israel Innovation Authority (the “IIA”). In consideration for the research and development grants received from the IIA, the Company has undertaken to pay royalties as a percentage of revenues from products developed from research and development projects financed. If the Company does not generate sales of products developed with funds provided by the IIA, the Company is not obligated to pay royalties or repay the grants.

Royalties are payable at the rate of 3%-4% from the time of commencement of sales of all of the Company’s products until the cumulative amount of the royalties paid equals 100% of the dollar-linked amounts of the grants received, plus interest at LIBOR.

NOTE — 20 — REVENUES

The Company splits its revenues from contracts with customers in accordance with contracts for provision of R&D services and products as presented in the statement of comprehensive income.

Main customers:

1.

Transactions with main customers:

The company has 4 main customers: Jet Talk, for which revenues were reported as revenues from provision of development services, Airbus, for which revenues were reported as revenues from provision of

F-39

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE — 20 — REVENUES (continued)

development services, Telesat, for which revenues were reported as revenues from provision of development services and iDirect, for which revenues were reported as revenues from sale of products.

​	For the year ended
​	31.12.2021				31.12.2020
​	USD thousands		%		USD thousands		%
Jet Talk	​	3,116	​	14%	​	7,279	​	68%
Airbus	​	3,256	​	15%	​	3,683	​	35%
Telesat	​	8,400	​	39%	​	—	​	—
iDirect	​	2,074	​	10%	​	—	​	—

2.

Geographical areas:

The following table splits the company’s revenues by main geographical areas:

​	US & Canada				UK				Other				Consolidated
​	2021		2020		2021		2020		2021		2020		2021		2020
Revenues	​	13,196	​	—	​	7,325	​	10,316	​	1,199	​	316	​	21,720	​	10,632

NOTE 21 — COST OF REVENUE AND SERVICES

​	31.12.2021		31.12.2020
Salaries and related expenses	​	6,764	​	1,184
Materials and models	​	1,516	​	63
Depriciation	​	56	​	59
Chip Development tools and Subcontractors	​	507	​	1,754
Total	​	8,843	​	3,060

NOTE 22 — RESEARCH AND DEVELOPMENT EXPENSES:

​	For the year ended
​	31.12.2021		31.12.2020
Salaries and related expenses	​	16,508	​	16,048
Development tools and subcontractors	​	15,238	​	14,814
Government support and grants	​	(13,802)	​	(14,225)
Total	​	17,944	​	16,637

NOTE 23 — SELLING AND MARKETING EXPENSES:

​	For the year ended
​	31.12.2021		31.12.2020
Salaries and related expenses	​	1,752	​	1,088
Total	​	1,752	​	1,088

F-40

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 24 — ADMINISTRATIVE AND GENERAL EXPENSES:

​	For the year ended
​	31.12.2021		31.12.2020
Salaries and related expenses	​	1,618	​	1,020
Depreciation and overheads	​	2,087	​	1,555
Other expenses	​	50	​	37
Total	​	3,755	​	2,612

NOTE 25 — TAXES ON INCOME:

b.

Tax base:

Hong Kong:

The corporate tax rate in Hong Kong stood at 16.5% in the years 2021 and 2020.

The Hong Kong Inland Revenue Department takes “n “Assessment First, Audit La”er” ​(“A”AL”) approach, according to which assessments or loss statements are issued to taxpayers based on the reported return.

Since Hong K’ng’s tax system is based on a territorial concept, the tax is not levied on the basis of a comp’ny’s residency and therefore there is no need for a statutory definition of the term. However, the concept of residency has some importance in implementing another directive.

Since its incorporation, the company has not generated profits that can be taxed under Hong Kong law.

UK:

The corporate tax rate in the UK stood at 19% in the years 2021 and 2020.

The tax payable now is based on the taxable profit for the year. The taxable profit is different than the net profit as reported in the profit and loss account since it does not include items of income or expense that are taxable or tax deductible in other years and does not include items that are not taxable or not tax deductible at all. The Gr’up’s current tax liability is calculated according to tax rates that have been enacted or that their enactment has actually been completed by the end of the reporting period.

Israel:

The comp’ny’s Israeli subsidiaries are subject to the tax laws of the State of Israel, whose overall tax rate was 23% in 2021 and in 2020. The company is entitled to various tax benefits in Israel by virtue of its status as a “preferred enterprise” as defined in the tax regulations. The benefits include, among other things, a reduced tax rate.

In December 2010, an amendment was adopted to the Capital Investment Encouragement Law of 1959, or “the Investment Law”. This new legislation came into force on 1 January 2011 and applies to preferred income produced or generated by a preferred enterprise from the date of commencement. Under this legislation, a unified corporate tax rate applies to all income that meets the conditions of certain industrial companies, or preferred enterprises (as defined in the Investment Law), in contrary to the previous law incentives, which were limited to income from approved enterprises and licensed enterprises during their benefit period. According to the legislation, the unified tax rates are as follows: 20-5 – 12% (6% in development areas).

F-41

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 25 — TAXES ON INCOME: (continued)

c.

Uncertain tax position:

The Company did not record any liability in respect of income taxes related to deferred tax benefits at the date of adoption and did not record any liability in respect of deferred tax benefits during 2021. Accordingly, the Company has not recorded any interest or penalty for any unrecognized benefit.

c.

Tax losses

As of December 31, 2021, the Company has a carry-forward loss of approximately USD 82 million, according to the 2021 tax return, which may be utilized to offset taxable income in the future.

The company did not create deferred taxes due to the uncertainty in their future utilization.

d.

Tax assessments

The company has not yet received final tax assessments in any of its subsidiaries.

NOTE 26 — LOSS PER SHARE

Below are the net loss data attributed to capital rights owners. The loss per share is calculated according to the weighted average number of the shares issued in the relevant financial periods, the weighted average number of the ordinary shares issued and the loss for the period as follows:

​	For the year ended December 31
​	2021		2020
Calculation of basic earnings per share:	​	​	​	​
Net loss	​	(17,050)	​	(17,563)
Loss attributed to ordinary shareholders in USD	​	(17,050)	​	(17,563)
Weighted average number of ordinary shares	​	17,902,000	​	17,551,000
Basic and diluted loss per share attributed in USD	​	(0.95)	​	(1.00)

NOTE 27 — SUBSEQUENT EVENT:

a.

Long Term Loan from a Financial Institution — Francisco Partners L.P

On February 1, 2022, the Company signed a USD 55 million loan agreement with affiliates of a financial institution named Francisco Partners L.P., with a repayment period of between 2.5 to 4 years depending on the Company completing a qualified public offering within 12 months of closing. The loan bears a yearly interest of 9.5% on the outstanding balance. In the event the Company will not complete a qualified public offering during the first year, then the interest rate shall increase by 100 basis points per year beginning in year 2 up to a maximum rate of 11.5% total. While the Company is private, there is an ability to Pay in Kind (“PIK”) 100% of interest in year 1, 75% of interest in year 2, and 50% of interest thereafter. If the Company completes a qualified public offering, then 100% of interest will be paid in cash thereafter. The loan is guaranteed on a senior secured basis by the Company and its subsidiaries, subject to customary exceptions.

As consideration for the loan, the Company also granted to the lenders under the credit agreement 808,907 of its ordinary shares.

The loan also has the following Financial Covenants: If the Debt / EBITDA ratio (as defined in the credit agreement) is less than 6x, then no minimum cash covenant will apply; otherwise, a minimum cash

F-42

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 27 — SUBSEQUENT EVENT: (continued)

covenant of $10 million will apply. In addition, the Company has to meet affirmative and negative covenants customary for a financing of this type, including but not limited to, limitations on indebtedness, restricted payments, dividends, transactions with affiliates, investments, liens, acquisitions, and asset sales.

b.

Business Combination agreement — SPAC Transaction

On March 8, 2022, The Company and one of its subsidiaries (SatixFy MS) which was incorporated during 2022 for that purpose, entered a Business Combination Agreement with Endurance Acquisition Corp (EDNCU). Under that agreement, the subsidiary, SatixFy MS, will merge with into EDNCU, with EDNCU continuing as the surviving company and becoming the Company’s direct, wholly owned subsidiary. The Business Combination is currently expected to close in the third or fourth quarter of 2022, after receipt of the required approval by the Company’s shareholders and EDNCU’s shareholders and the fulfillment of certain other conditions.

As a result of the Business Combination, the Company expect to record an estimated gross increase in cash of between approximately $42.5 million, assuming the Maximum Redemption scenario, and $230.1 million, assuming the No Redemption scenario, and in each case including $29.1 million in proceeds from the PIPE Financing, expected to close concurrently with the Business Combination, with up to approximately $30 million in total expenses related to the Transactions. The Business Combination will be accounted for as a capital reorganization, with no goodwill or other intangible assets recorded, in accordance with IFRS. The Company has been determined to be the accounting acquirer. In connection with the Business Combination, the SatixFy Ordinary Shares will be registered under the Exchange Act and listed on Nasdaq.

Concurrently with the execution of the Business Combination Agreement, The Company entered into the Equity Line of Credit with Cantor Fitzgerald Principal Investments (“CF”), pursuant to which the Company may issue and sell to CF, from time to time and subject to the conditions in the related purchase agreement, up to $75 million in the Company’s Ordinary Shares.

c.

Legal Proceeding

The Company, SatixFy Limited, and certain shareholders and directors of the Company (the “Defendants”) were served with two lawsuits filed in the district court in Tel Aviv on March 22, 2022, by certain plaintiffs purporting to be stockholders of the Company (the “Plaintiffs”). Based on their prior stakes in Satixfy Limited, a company incorporated in Hong Kong, whose business was assigned to the Company in exchange for the issuance of equivalent holdings in the Company, except for certain shares placed in trust for the benefit of certain service providers, the Plaintiffs claim they are entitled to an aggregate of 2,000,000 Ordinary Shares of the Company and that the said trust mechanism does not pertain to them. The Plaintiffs ask for:

the amendment of the Company’s shareholders register accordingly, (ii) an order enjoining the defendants from executing any transaction or taking any other action that could adversely and disproportionally affect the Plaintiffs’ rights as shareholders, and (iii) the Defendants to notify the relevant regulatory authorities of the plaintiffs’ claim.

The Company issued and placed in trust sufficient shares to provide for the Plaintiffs’ alleged stakes in the Company should they prevail on the merits.

In May 2022, the court rejected plaintiff’s request for injunctive relief and ordered the appointment of a former judge, as the new trustee to exercise fiduciary authority over such shares. The plaintiffs’ claim on the merits remains pending. The Company believes that these proceedings will not have a material impact on the Company.

F-43

SATIXFY COMMUNICATIONS LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of USD, except when specified otherwise)

NOTE 27 — SUBSEQUENT EVENT: (continued)

d.

On April 8, 2022 Mr. Yoel Gat, the Company’s former CEO, Chairman and founder passed away due to fatal illness. Mr. Yoav Leibovitch, the Company’s CFO, was nominated by the board as an interim CEO and Chairman of the board.

F-44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
Endurance Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Endurance Acquisition Corp. (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ equity and cash flows for the period from April 23, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period from April 23, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

Costa Mesa, CA
March 30, 2022

F-45

ENDURANCE ACQUISITION CORP.

BALANCE SHEET
DECEMBER 31, 2021

Assets:	​	​
Current assets:	​	​
Cash	$	510,165
Prepaid expenses	​	635,952
Total current assets	​	1,146,117
Prepaid expenses, non-current	​	443,363
Cash held in Trust Account	​	201,007,683
Total assets	$	202,597,163
Liabilities and Shareholders’ Equity (Deficit)	​	​
Current liabilities:	​	​
Accrued expenses	$	1,566,013
Total current liabilities	​	1,566,013
Warrant liabilities	​	9,340,468
Deferred underwriting commissions	​	9,000,000
Total liabilities	​	19,906,481
Commitments and Contingencies (Note 6)	​	​
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.05	​	201,007,683
Shareholders’ Equity (Deficit):	​	​
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding	​	—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (exclude 20,000,000 shares subject to possible redemption)	​	—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding	​	500
Additional paid-in capital	​	—
Accumulated deficit	​	(18,317,501)
Total shareholders’ equity (deficit)	​	(18,317,001)
Total Liabilities and Shareholders’ Equity (Deficit)	$	202,597,163

The accompanying notes are an integral part of these financial statements.

F-46

ENDURANCE ACQUISITION CORP.

STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 23, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Formation and operating costs	$	1,821,244
Loss from operations	​	(1,821,244)
Other income (expense)	​	​
Change in fair value of warrant liabilities	​	3,993,683
Transactions costs allocated to warrant liabilities	​	(1,260,224)
Gain on expired over-allotment	​	41,845
Interest income	​	7,683
Total other income, net	​	2,782,987
Net income	$	961,743
Basic and diluted weighted average shares outstanding, ordinary shares subject to redemption	​	8,433,735
Basic and diluted net income per Class A ordinary share	$	0.07
Basic and diluted weighted average shares outstanding, ordinary shares	​	5,000,000
Basic and diluted net income per ordinary share	$	0.07

The accompanying notes are an integral part of these financial statements.

F-47

ENDURANCE ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE PERIOD FROM APRIL 23, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

​

Class A Ordinary Share

Class B Ordinary Share

Additional Paid-in Capital

Accumulated Deficit

Shareholders’ Equity (Deficit)

​

Shares

Amount

Shares

Amount

Balance as of April 23, 2021 (Inception)

​

—

​

$

—

​

—

​

$

—

​

$

—

​

$

—

​

$

—

Class B ordinary shares issued to initial shareholder

​

—

​

​

—

​

5,750,000

​

​

575

​

​

24,425

​

​

—

​

​

25,000

Forfeit of 750,000 over-allotment founder shares

​

—

​

​

—

​

(750,000)

​

​

(75)

​

​

75

​

​

—

​

​

—

Sale of 20,000,000 Units through public offering

​

20,000,000

​

​

2,000

​

—

​

​

—

​

​

—

​

​

—

​

​

2,000

Shares subject to redemption

​

(20,000,000)

​

​

(2,000)

​

—

​

​

—

​

​

—

​

​

—

​

​

(2,000)

Excess of private placement proceed over fair value as capital contribution, net of amount deposited into Trust

​

—

​

​

—

​

—

​

​

—

​

​

848,914

​

​

—

​

​

848,914

Fair value of over-allotment option

​

​

​

​

​

​

​

​

​

​

​

​

(41,845)

​

​

​

​

​

(41,845)

Subsequent measurement of Class A ordinary shares subject to redemption

​

—

​

​

—

​

—

​

​

—

​

​

(831,569)

​

​

(29,080,985)

​

​

(29,912,554)

Incentives to anchor investors

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

9,801,741

​

​

9,801,741

Net income

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

961,743

​

​

961,743

Balance as of December 31, 2021

​

—

​

$

—

​

5,000,000

​

$

500

​

$

—

​

$

(18,317,501)

​

$

(18,317,001)

The accompanying notes are an integral part of these financial statements.

F-48

ENDURANCE ACQUISITION CORP.

STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 23, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Cash flows from operating activities:	​	​
Net income	$	961,743
Adjustments to reconcile net income to net cash used in operating activities:	​	​
Interest earned on marketable securities held in Trust Account	​	(7,683)
Offering costs allocated to warrants	​	1,260,224
Gain on expired over-allotment	​	(41,845)
Change in fair value of warrant liabilities	​	(3,993,683)
Changes in operating assets and liabilities:	​	​
Prepaid assets	​	(1,079,315)
Accrued expenses	​	1,355,676
Net cash used in operating activities	​	(1,544,883)
Cash flows from investing activities:	​	​
Investment of cash in Trust Account	​	(201,000,000)
Net cash used in investing activities	​	(201,000,000)
Cash flows from financing activities:	​	​
Proceeds from initial public offering, net of underwriting discounts paid	​	196,000,000
Proceeds from private placement	​	7,630,000
Proceeds from issuance of founder shares	​	25,000
Proceeds from issuance of promissory note to related party	​	148,372
Payment of promissory note	​	(148,372)
Payment of deferred offering costs	​	(599,952)
Net cash provided by financing activities	​	203,055,048
Net change in cash	​	510,165
Cash, beginning of the period	​	—
Cash, end of the period	$	510,165
Supplemental disclosure of non-cash investing and financing activities	​	​
Deferred underwriting discount	$	9,000,000
Initial classification of warrant liabilities	$	13,334,151
Initial value of Class A ordinary shares subject to possible conversion	$	201,000,000
Accretion of Class A ordinary shares subject to possible redemption	$	7,683

The accompanying notes are an integral part of these financial statements.

F-49

Endurance Acquisition Corp.

Notes to Financial Statements

Note 1 — Organization, Business Operations, Liquidity and Going Concern

Endurance Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 23, 2021. 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 (the “Business Combination”). While the Company may pursue an initial Business Combination target in any industry or geographic location, the Company intends to focus its search for a target business operating in data infrastructure and analytics, with a primary focus on space and wireless industries and related technology and services, which the Company refers to as “space-based tech” businesses.

As of December 31, 2021, the Company had not commenced any operations. All activity for the period from April 23, 2021 (inception) through December 31, 2021 relates to the Company’s formation, search for a target business and the Initial Public Offering (the “IPO”), and subsequent to the IPO, identifying a target company for a Business Combination and activities in connection with the proposed business combination with SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“SatixFy”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liabilities as other income (expense).

The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO was declared effective on September 14, 2021 (the “Effective Date”). On September 17, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”), generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

Simultaneously with the consummation of the IPO, the Company consummated the private placement of 7,630,000 warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $7,630,000.

Transaction costs amounted to $23,612,030 consisting of $4,000,000 of underwriting commissions, $9,000,000 of deferred underwriting commissions, $810,289 of other offering costs and $9,801,741 of incentives to anchor investors. In addition, December 31, 2021, $510,165 of cash was held outside of the Trust Account (as defined below) and is available for working capital purposes.

Trust Account

Following the closing of the IPO on September 17, 2021, $201,000,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Based on current interest rates, the Company estimates that the interest earned on the Trust Account will be approximately $40,200 per year, assuming an interest rate of 0.02% per year. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The

F-50

funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; and (3) the redemption of the public shares if the Company has not completed an initial Business Combination within 18 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which would have priority over the claims of the public shareholders.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the trust account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the trust account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Initial Business Combination

The Company will provide the holders of Class A ordinary shares with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a general meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or Nasdaq listing requirement. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of its initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.05 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will have 18 months from September 17, 2021 (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any extension period approved by the Company’s shareholders (an “Extension Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish EDNCU public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably

F-51

possible following such redemption, subject to the approval of the Company remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period or during any Extension Period.

The initial shareholders, directors, officers and advisors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Company’s IPO or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within 18 months from the closing of the Company’s IPO or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Each of the Company’s anchor investors has entered into an investment agreement with the Company pursuant to which they have agreed that any founder shares held by them are (i) not entitled to redemption rights in connection with the completion of the initial Business Combination or in connection with a shareholder vote to amend the amended and restated memorandum and articles of association and (ii) not entitled to liquidating distributions from the trust account with respect to any founder shares the anchor investor holds in the event the Company fails to complete the initial Business Combination within 18 months from the closing of the Company’s IPO or during any Extension Period.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than its independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of December 31, 2021, the Company had $510,165 in its operating bank account, and a working capital deficit of $419,896. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor, or certain Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 5).

F-52

As of December 31, 2021, the Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities since inception have been organizational activities those necessary to prepare for the Company’s IPO and search for a target business. Following the IPO, the Company will not generate any operating revenues until after completion of its initial business combination. The Company has generated non-operating income in the form of interest income earned on the trust account balance in the amount of $7,683 which cannot used for working capital. The Company expects to incur increased expenses since becoming a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as it conducts due diligence on prospective business combination candidates.

Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

Note 2 — Significant Accounting Policies and Basis of Presentation

Basis of Presentation

The accompanying financial statements of the Company are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statement in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the

F-53

date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $510,165 in cash as of December 31, 2021. The Company did not have any cash equivalents as of December 31, 2021.

Marketable Securities Held in Trust Account

As of December 31, 2021, the assets held in the Trust Account were held in money market fund. At December 31, 2021, the Company had $201,007,683 held in the Trust Account.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of December 31, 2021, the Company had not experienced losses on this account.

Offering Costs associated with the Initial Public Offering

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A-”Expenses of Offering”. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to shareholders’ equity. The Company incurred offering costs amounting to $23,612,030 as a result of the Initial Public Offering consisting of $4,000,000 of underwriting commissions, $9,000,000 of deferred underwriting commissions, $810,289 of other offering costs and $9,801,741 of incentives to anchor investors.

The Company recorded $22,351,806 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $1,260,224 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s financial statements. Subsequent to the re-evaluation, the Company’s management concluded that all of its Public Shares should be classified as temporary equity. Accordingly, 20,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” ​(“ASC 740”). Under the asset and liability methods, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the financial statements and

F-54

their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized, or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 17,630,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary shares is the same as basic net income per ordinary shares for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

​	For the Period from April 23, 2021 (Inception) to December 31, 2021
​	Class A			Class B
Basic and diluted net income per share:	​	​	​	​	​	​
Numerator:	​	​	​	​	​	​
Allocation of net income	​	$	603,785	​	$	357,958
Denominator:	​	​	​	​	​	​
Basic and diluted weighted-average shares outstanding	​	​	8,433,735	​	​	5,000,000
Basic and diluted net income per share	​	$	0.07	​	$	0.07

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this

F-55

guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.

The Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 3,000,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity” and is considered to be a freestanding financial instrument and meets the definition of a liability under ASC 480. The determination was based on the understanding that the over-allotment option may be exercised subsequent to the transfer of the securities from the underwriters to the investors. The over-allotment option liability is measured at fair value at inception and subsequently until expired on October 29, 2021, with changes in fair value presented in the statement of operations. As of December 31, 2021, no such liability related to over-allotment was recorded on the accompanying balance sheet.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9).

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Initial Public Offering

On September 17, 2021, the Company consummated its IPO of 20,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 8). Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Following the closing of the IPO on September 17, 2021, $201,000,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants, was placed in a Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

All of the 20,000,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption

F-56

provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity.

The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit.

As of December 31, 2021, the ordinary share reflected on the balance sheet are reconciled in the following table:

Gross proceeds from IPO	$	201,000,000
Less:	​	​
Proceeds allocated to Public Warrants	​	(7,553,065)
Ordinary share issuance costs	​	(22,351,806)
Plus:	​	​
Remeasurement of carrying value to redemption value	​	29,904,871
Interest income	​	7,683
Contingently redeemable ordinary share	$	201,007,683

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Company’s Sponsor and Cantor purchased an aggregate of 7,630,000 Private Placement Warrants, of which 6,630,000 Private Placement Warrants were purchased by the Sponsor and 1,000,000 Private Placement Warrants were purchased by Cantor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $7,630,000 in the aggregate, in a private placement.

The Private Placement Warrants will not be redeemable by the Company (except as described in Note 1) so long as they are held by the Sponsor, Cantor or their permitted transferees. If the Private Placement Warrants are held by holders other than the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Sponsor, as well as its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis.

A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as described above, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or Cantor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

F-57

Note 5 — Related Party Transactions

Founder Shares

On April 26, 2021, the Sponsor purchased 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued. On June 7, 2021, the Sponsor transferred 25,000 founder shares to Mitsui & Co., LTD., an advisory board member. On August 13, 2021, the Sponsor transferred 35,000 founder shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, the independent directors, and 25,000 founder shares to each of Eddie Kato and Simon Cathcart, the advisory board members. 750,000 founder shares were forfeited by the Sponsor on October 29, 2021 after the underwriters’ over-allotment option expired without being exercised.

In connection with the IPO, the anchor investors, collectively, acquired from the Sponsor an aggregate of 1,250,000 Founder Shares, with an aggregate fair value of $9,807,176. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to the separable financial instruments (i.e., public shares and Public Warrant) issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the public shares were charged to shareholders’ equity upon the completion of the IPO.

Promissory Note-Related Party

The Sponsor issued a promissory note allowing the Company to borrow up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the Company’s IPO. The Company had borrowed $148,372 under promissory note, which was fully repaid on September 17, 2021. At December 31, 2021, no such promissory note were outstanding.

Working Capital Loans

In addition, in order to fund any working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, it may repay such loaned amounts out of the proceeds of the trust account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor and Cantor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor or certain of its directors and officers as the Company does not believe third parties will be willing to loan such funds and provide a waiver of any and all rights to seek access to funds in the trust account. At December 31, 2021, no such Working Capital Loans were outstanding.

Consulting and Management Fees

After the initial Business Combination, members of the Company’s management team who remain with the Company may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to the shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to the shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider the initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

F-58

Secretarial and Administrative Services

On September 14, 2021, the Company entered into an Administrative Services Agreement pursuant to which it will also pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the period from April 23, 2021 (inception) to December 31, 2021, the Company incurred and paid $35,333 under the Administrative Services Agreement.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the founder shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights until five years after the effective date of the registration statement of which this prospectus forms a part and may not exercise their demand rights on more than one occasion.

Underwriting Agreement

The underwriters had a 45 -day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. The option expired on October 29, 2021.

On September 17, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000. Upon completion of the initial Business Combination, up to 4.5% per Unit, or $9,000,000, which constitutes the underwriters’ deferred commissions will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming shareholders, will be released to the Company and can be used to pay all or a portion of the purchase price of the business or businesses with which the initial Business Combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with the initial Business Combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.

Note 7 — Warrant Liabilities

At December 31, 2021, the Company had 17,630,000 warrants outstanding (10,000,000 Public Warrants and 7,630,000 Private Placement Warrants).

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest

F-59

thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available, including in connection with a cashless exercise permitted as a result of a notice of redemption described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a post-effective amendment to the registration statement for the IPO or a new registration statement for the registration, under the Securities Act, covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

F-60

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00.

Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the private placement warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares;

•

if, and only if, the Reference Value equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and

•

if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), then the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The “fair market value” of the Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the warrant redemption features used in some other blank check offerings. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

The Company accounted for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, and as such, the warrants must be recorded as derivative liability.

Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815-40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liabilities are subject to re-measurement at each balance sheet

F-61

date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Place Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 8 — Shareholders’ Equity

Preference Shares

The Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001 per share. At December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At December 31, 2021, there were 20,000,000 Class A ordinary shares issued or outstanding, all of which are subject to possible redemption.

Class B Ordinary Shares

The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. At December 31, 2021, there were 5,000,000 Class B ordinary shares issued and outstanding.

The Sponsor, officers, directors, advisors and anchor investors have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share 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 (except with respect to permitted transferees as described herein). Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares.

The founder shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares issued or deemed issued or issuable upon

F-62

conversion or exercise of any equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.

Note 9 — Fair Value of Financial Instruments

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The fair value of the Company’s prepaid expenses and accrued offering costs and expenses approximate the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

​

December 31, 2021

Quoted Prices In Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Marketable Securities held in Trust Account

​

$

201,007,683

​

$

201,007,683

​

$

—

​

$

—

​

​

$

201,007,683

​

$

201,007,683

​

$

—

​

$

—

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Warrant liabilities – Public Warrants

​

$

5,294,000

​

$

5,294,000

​

$

—

​

$

—

Warrant liabilities – Private Placement Warrants

​

​

4,046,468

​

​

—

​

​

—

​

​

4,046,468

​

​

$

9,340,468

​

$

5,294,000

​

$

—

​

$

4,046,468

F-63

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were initially valued and continue to be valued using a Monte Carlo model.

The Private Warrants are initially considered to be a Level 3 fair value measurements due to the use of unobservable inputs and were initially valued using a Monte Carlo Model.

The Monte Carlo model’s primary unobservable input utilized in determining the fair value of the Private Warrants and Public Warrants is the expected volatility of the ordinary shares. The expected volatility as of the IPO date was derived from the post-merger announced publicly traded warrants for comparable SPAC companies as of the valuation date.

The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2021:

Input	December  31, 2021	September 17, 2021
Exercise price	$11.50	$11.50
Unit price	$ 9.78	$10.00
Volatility	9.6%	13.3%
Expected term of the warrants	6.07 years	6.36 years
Risk-free rate	1.36	1.08%
Dividend yield	0	0

The Company’s public warrants began separately trading on November 5, 2021. After this date, the public warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the public warrant liability is classified as level 1 as of December 31, 2021.

The following table presents the changes in the fair value of Level 3 warrant liabilities:

​	Private Placement Warrants			Public Warrants			Total Warrant Liabilities
Fair value as of April 23, 2021 (inception)	​	$	—	​	$	—	​	$	—
Initial measurement on September 17, 2021	​	​	5,781,086	​	​	7,553,065	​	​	13,334,151
Change in fair value of warrant liabilities	​	​	(1,734,618)	​	​	(2,259,065)	​	​	(3,993,683)
Transfer from level 3 to level 1	​	​	​	​	​	(5,294,000)	​	​	(5,294,000)
Fair value as of December 31, 2021	​	$	4,046,468	​	$	—	​	$	4,046,468

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statement was issued. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

On March 8, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with SatixFy and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Business Combination as a wholly-owned subsidiary of SatixFy.

At the effective time of the Business Combination (the “Effective Time”), (i) each Company Class A ordinary share, par value $0.0001 per share (excluding treasury shares, redeeming shares and dissenting

F-64

shares), will be exchanged for one ordinary share of SatixFy and (ii) each outstanding warrant of the Company will be assumed by SatixFy and will become a warrant exercisable for one ordinary share of SatixFy (subject the terms and conditions of the Warrant Assumption Agreement).

Prior to the Effective Time, each preferred share of SatixFy will be converted into one ordinary share of SatixFy. Immediately following such preferred share conversion but prior to the Effective Time, each issued and outstanding ordinary share of SatixFy will be converted into a number of SatixFy ordinary shares (the “Pre-Closing Recapitalization”) determined by multiplying each then issued and outstanding ordinary share by the quotient of (a) the Adjusted Equity Value Per Share and (b) $10.00 (the “Exchange Ratio”). Additionally, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy Option outstanding and unexercised immediately prior to the Effective Time, will be adjusted by multiplying the number of SatixFy ordinary shares subject to such option by the Exchange Ratio and the per share exercise price will determined by dividing the exercise price of such option immediately prior to the Effective Time by the Exchange Ratio. In addition, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy warrant will be adjusted by multiplying the number of SatixFy ordinary shares subject to such warrant by the Exchange Ratio and the per share exercise price will be determined by dividing the per share exercise price of such warrant immediately prior to the Effective Time by the Exchange Ratio. Each SatixFy warrant issued and outstanding will be exercised on a cashless basis assuming a then price per share equal to $10.00, and no SatixFy warrants shall survive after the Effective Time.

For more information about the Business Combination Agreement and the proposed Business Combination, see our Current Report on Form 8-K filed with the SEC on March 8, 2022, and subsequent filings with the SEC. Unless specifically stated, this Form 10-K does not give effect to the proposed Business Combination and does not contain a description of the risks associated with the Business Combination. Such risks and effects relating to the proposed Business Combination will be described in a Form F-4 registration statement to be filed by SatixFy. The registration statement on Form F-4 will also contain a description of the business, operations, financial condition, management, governance, capitalization and other materials terms of the combined company following the business combination as well as information on the redemption process and the shareholders’ meeting to approve the transaction.

On March 6, 2022, the Company entered into a side letter to the underwriting agreement with Cantor and Truist Securities, Inc. (“Truist Securities”) pursuant to which the deferred underwriting commission was changed to $6,000,000 for Cantor and $150,000 for Truist Securities. However, in the event that the Proceeds involved in the Business Combination are in excess of $40,000,000 and less than or equal to $100,000,000, the deferred underwriting commission shall be increased by up to an additional $2,100,000 for Cantor and up to an additional $750,000 for Truist Securities.

In connection with the Business Combination Agreement, the Company and SatixFy entered into a variety of different advisory arrangements with investments banks including Cantor Truist Securities and Barclays Capital Inc. (“Barclays”). Pursuant to the placement agent engagement letter between Cantor, SatixFy and the Company, $3.5 million will be payable by SatixFy upon consummation of the Business Combination. If the Business Combination is consummated, up to $50,000 in expenses will be reimbursed by SatixFy, and if the Business Combination is not consummated, up to $25,000 in expenses will be reimbursed by the Company. Pursuant to the financial advisor engagement letter between Truist Securities and the Company $2.855 million will be payable by the Company upon consummation of the Business Combination, provided that if the proceeds involved in the Business Combination are in excess of $35,000,000 and less than or equal to $100,000,000, Truist’s fees shall be increased by an amount of up to $2.145 million proportionately with the amount that the Proceeds exceed $35,000,000 based on linear interpolation. Whether or not the Business Combination is consummated, up to $50,000 in expenses will be reimbursed by the Company. Pursuant to the financial advisor engagement letter between Barclays and SatixFy, $7.5 million will be payable by SatixFy upon consummation of the Business Combination, provided that in the event the proceeds involved in the Business Combination are in excess of $40 million and less than or equal to $100 million, Barclays’ fees shall be increased by an amount of up to $3,500,000 proportionately with the amount that the Proceeds exceed $40 million based on linear interpolation. Pursuant to the PIPE placement agent engagement letter between Barclays, SatixFy and the Company, no fees will be payable by the Company upon consummation of the Business Combination. If the Business Combination is consummated, up to $50,000 in expenses will be reimbursed by SatixFy, and if the Business Combination is not

F-65

consummated, up to $25,000 in expenses will be reimbursed by the Company. Upon the consummation of the Business Combination, the Company would be a wholly owned subsidiary of SatixFy and any such obligations of the Company would be assumed by SatixFy on a consolidated basis. In the event that the Business Combination is not consummated, the only obligations of SatixFy and/or the Company will be the reimbursement of certain expenses.

F-66

ENDURANCE ACQUISITION CORP.

CONDENSED BALANCE SHEETS

​	June 30, 2022			December 31, 2021
​	(Unaudited)			(Audited)
Assets:	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash	​	$	49,254	​	$	510,165
Prepaid expenses	​	​	621,125	​	​	635,952
Total current assets	​	​	670,379	​	​	1,146,117
Prepaid expenses, non-current	​	​	—	​	​	443,363
Investments held in Trust Account	​	​	201,268,266	​	​	201,007,683
Total assets	​	$	201,938,645	​	$	202,597,163
Liabilities and Shareholders’ Deficit	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accrued expenses	​	$	3,766,307	​	$	1,566,013
Total current liabilities	​	​	3,766,307	​	​	1,566,013
Warrant liabilities	​	​	2,035,861	​	​	9,340,468
Deferred underwriting commissions	​	​	9,000,000	​	​	9,000,000
Total liabilities	​	​	14,802,168	​	​	19,906,481
Commitments and Contingencies (Note 6)	​	​	​	​	​	​
Class A ordinary shares subject to possible redemption, 20,000,000 shares at redemption value of $10.05 as of June 30, 2022 and December 31, 2021	​	​	201,268,266	​	​	201,007,683
Shareholders’ Deficit	​	​	​	​	​	​
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding	​	​	—	​	​	—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (exclude 20,000,000 shares subject to possible redemption) as of June 30, 2022 and December 31, 2021	​	​	—	​	​	—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021	​	​	500	​	​	500
Additional paid-in capital	​	​	—	​	​	—
Accumulated deficit	​	​	(14,132,289)	​	​	(18,317,501)
Total shareholders’ deficit	​	​	(14,131,789)	​	​	(18,317,001)
Total Liabilities and Shareholders’ Deficit	​	$	201,938,645	​	$	202,597,163

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-67

ENDURANCE ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

​	For the three months ended June 30, 2022			For the six months ended June 30, 2022			For the period from April 23, 2021 (inception) through June 30, 2021
Formation and operating costs	​	$	1,290,583	​	$	3,119,396	​	$	6,800
Loss from operations	​	​	(1,290,583)	​	​	(3,119,396)	​	​	(6,800)
Other income	​	​	​	​	​	​	​	​	​
Change in fair value of warrant liabilities	​	​	2,378,580	​	​	7,304,607	​	​	—
Interest income	​	​	244,969	​	​	260,583	​	​	—
Total other income	​	​	2,623,549	​	​	7,565,190	​	​	—
Net income (loss)	​	$	1,332,966	​	$	4,445,794	​	$	(6,800)
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption	​	​	20,000,000	​	​	20,000,000	​	​	—
Basic and diluted net income (loss), Class A ordinary shares subject to possible redemption	​	$	0.05	​	$	0.18	​	$	—
Basic and diluted, weighted average shares outstanding – Class B ordinary shares	​	​	5,000,000	​	​	5,000,000	​	​	5,000,000
Basic and diluted net income (loss), Class B ordinary shares	​	$	0.05	​	$	0.18	​	$	(0.00)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-68

ENDURANCE ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

​	Class A Ordinary Share					Class B Ordinary Share					Additional Paid-in Capital			Accumulated Deficit			Shareholders’ Deficit
​	Shares		Amount			Shares		Amount
Balance as of January 1, 2022	​	—	​	$	—	​	5,000,000	​	$	500	​	$	—	​	$	(18,317,501)	​	$	(18,317,001)
Accretion of Class A ordinary shares subject to possible redemption	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(15,614)	​	​	(15,614)
Net income	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	3,112,829	​	​	3,112,829
Balance – March 31, 2022	​	—	​	$	—	​	5,000,000	​	$	500	​	$	—	​	$	(15,220,286)	​	$	(15,219,786)
Accretion of Class A ordinary shares subject to possible redemption	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(244,969)	​	​	(244,969)
Net income	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	1,332,966	​	​	1,332,966
Balance – June 30, 2022	​	—	​	$	—	​	5,000,000	​	$	500	​	$	—	​	$	(14,132,289)	​	$	(14,131,789)

FOR THE PERIOD FROM APRIL 23, 2021 (INCEPTION) TO JUNE 30, 2021

​	Class A Ordinary Share					Class B Ordinary Share					Additional Paid-in Capital			Accumulated Deficit			Shareholders’ Equity
​	Shares		Amount			Shares		Amount
Balance as of April 23, 2021 (Inception)	​	—	​	$	—	​	—	​	$	—	​	$	—	​	$	—	​	$	—
Class B ordinary shares issued to initial shareholder(1)	​	—	​	​	—	​	5,750,000	​	$	575	​	$	24,425	​	$	—	​	$	25,000
Net loss	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(6,800)	​	​	(6,800)
Balance – June 30, 2021	​	—	​	$	—	​	5,750,000	​	$	575	​	$	24,425	​	$	(6,800)	​	$	18,200

(1)

Includes up to 750,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-69

ENDURANCE ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

​	For the six months ended June 30, 2022			For the period from April 23, 2021 (inception) through June 30, 2021
Cash flows from operating activities:	​	​	​	​	​	​
Net income (loss)	​	$	4,445,794	​	$	(6,800)
Adjustments to reconcile net income (loss) to net cash used in operating activities:	​	​	​	​	​	​
Formation Cost Paid by related party	​	​	—	​	​	6,800
Interest earned on investments held in Trust Account	​	​	(260,583)	​	​	—
Change in fair value of warrant liabilities	​	​	(7,304,607)	​	​	—
Changes in operating assets and liabilities:	​	​	​	​	​	​
Prepaid assets	​	​	458,190	​	​	—
Accrued expenses	​	​	2,200,295	​	​	—
Net cash used in operating activities	​	​	(460,911)	​	​	—
Cash flows from financing activities	​	​	​	​	​	​
Proceeds from issuance of promissory note to related party	​	​	—	​	​	1,000
Net cash provided by financing activities	​	​	—	​	​	1,000
Net change in cash	​	​	(460,911)	​	​	1,000
Cash, beginning of the period	​	​	510,165	​	​	—
Cash, end of the period	​	$	49,254	​	$	1,000
Supplemental disclosure of non-cash investing and financing activities	​	​	​	​	​	​
Accretion of Class A ordinary shares subject to possible redemption	​	$	260,583	​	$	—
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	​	$	—	​	$	18,200
Deferred offering costs paid by Sponsor under the promissory note	​	$	—	​	$	10,000
Deferred offering costs included in accrued offerings costs and expenses	​	$	—	​	$	51,742

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-70

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Organization, Business Operations, Liquidity and Going Concern

Endurance Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 23, 2021. 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 (the “Business Combination”). While the Company may pursue an initial Business Combination target in any industry or geographic location, the Company intends to focus its search for a target business operating in data infrastructure and analytics, with a primary focus on space and wireless industries and related technology and services, which the Company refers to as “space-based tech” businesses.

As of June 30, 2022, the Company had not commenced any operations. All activity for the period from April 23, 2021 (inception) through June 30, 2022 relates to the Company’s formation, search for a target business and the Initial Public Offering (the “IPO”), and subsequent to the IPO, identifying a target company for a Business Combination and activities in connection with the proposed business combination with SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“SatixFy”). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents and securities from the proceeds derived from the IPO and will recognize changes in the fair value of warrant liabilities as other income (expense).

The Company’s sponsor is Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”).

Financing

The registration statement for the Company’s IPO was declared effective on September 14, 2021 (the “Effective Date”). On September 17, 2021, the Company’s consummated the IPO of 20,000,000 units at $10.00 per unit (the “Units”), which is discussed in Note 3 (the “Initial Public Offering”), generating gross proceeds to the Company of $200,000,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Public Warrants”). Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share.

Simultaneously with the consummation of the IPO, the Company consummated the private placement of 7,630,000 warrants (the “Private Placement Warrants”) to the Sponsor and Cantor Fitzgerald & Co. (“Cantor”), at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds to the Company of $7,630,000.

Transaction costs amounted to $23,612,030 consisting of $4,000,000 of underwriting commissions, $9,000,000 of deferred underwriting commissions, and $810,289 of other offering costs and $9,801,741 of incentives to anchor investors.

Trust Account

Following the closing of the IPO on September 17, 2021, $201,000,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was deposited into a trust account (the “Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Based on current interest rates, the Company estimates that the interest earned on the Trust Account will be approximately $750,000 per year, assuming an interest rate of 0.37% per year. The Company will not be permitted to withdraw any of the principal or interest held in the Trust Account except for the withdrawal of interest to pay taxes, if any. The funds held in the Trust Account will not otherwise be released from the Trust Account until the earliest

F-71

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within 18 months from the closing of the IPO, or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; and (3) the redemption of the public shares if the Company has not completed an initial Business Combination within 18 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which would have priority over the claims of the public shareholders.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the value of the trust account (excluding the amount of any deferred underwriting discount held in trust and taxes payable on the income earned on the trust account). However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Initial Business Combination

The Company will provide the holders of Class A ordinary shares with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a general meeting called to approve the Business Combination or (2) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or Nasdaq listing requirement. The shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of its initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially $10.05 per public share. The per-share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will have 18 months from September 17, 2021 (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any extension period approved by the Company’s shareholders (an “Extension Period”), the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Class A ordinary shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

F-72

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete its initial Business Combination within the Combination Period or during any Extension Period.

The initial shareholders, directors, officers and advisors have entered into a letter agreement with the Company, pursuant to which they have agreed to waive: (i) their redemption rights with respect to any founder shares and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (ii) their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete the initial Business Combination within 18 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares; and (iii) their rights to liquidating distributions from the trust account with respect to any founder shares they hold if the Company fails to complete the initial Business Combination within 18 months from the closing of the IPO or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame). Each of the Company’s anchor investors has entered into an investment agreement with the Company pursuant to which they have agreed that any founder shares held by them are (i) not entitled to redemption rights in connection with the completion of the initial Business Combination or in connection with a shareholder vote to amend the amended and restated memorandum and articles of association and (ii) not entitled to liquidating distributions from the trust account with respect to any founder shares the anchor investor holds in the event the Company fails to complete the initial Business Combination within 18 months from the closing of the IPO or during any Extension Period.

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than its independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and Russia-Ukraine war and has concluded that while it is reasonably possible that the virus and war could have a negative effect on

F-73

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

the Company’s financial position, results of its operations, search for a target company or ability to close the proposed business combination with SatixFy, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of June 30, 2022, the Company had $49,254 in its operating bank account, and a working capital deficit of $3,095,928. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s Sponsor, or an affiliate of the Sponsor, or certain Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans (see Note 5).

As of June 30, 2022, the Company has neither engaged in any operations nor generated any revenues to date. The Company’s only activities since inception have been organizational activities, those necessary to prepare for the Company’s IPO, search for a target business and activity in connection with consummating the proposed business combination with SatixFy. Following the IPO, the Company will not generate any operating revenues until after completion of its initial business combination. The Company has generated non-operating income in the form of interest income earned on the trust account balance in the amount of $260,583 which cannot used for working capital. The Company expects to incur increased expenses since becoming a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as it conducts due diligence on prospective business combination candidates.

Based on the foregoing, management believes that the Company will not have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing which raises substantial doubt about the Company’s ability to continue as a going concern.

Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

Note 2 — Significant Accounting Policies and Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 31, 2022. The interim results for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

F-74

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $49,254 and $510,165 in cash as of June 30, 2022 and December 31, 2021, respectively. The Company did not have any cash equivalents as of June 30, 2022 and December 31, 2021.

Investments Held in Trust Account

As of June 30, 2022 and December 31, 2021, the assets held in the Trust Account were held in a money market fund invested in U.S. Treasury Securities. At June 30, 2022 and December 31, 2021, the Company had $201,268,266 and $201,007,683 in marketable securities held in the Trust Account, respectively.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. As of June 30, 2022 and December 31, 2021, the Company had not experienced losses on this account.

F-75

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Offering Costs associated with the Initial Public Offering

Offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received. Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are charged to temporary equity. The Company incurred offering costs amounting to $23,612,030 as a result of the Initial Public Offering consisting of $4,000,000 of underwriting commissions, $9,000,000 of deferred underwriting commissions, $810,289 of other offering costs and $9,801,741 of incentives to anchor investors.

The Company recorded $22,351,806 of offering costs as a reduction of equity in connection with the Class A ordinary shares included in the Units. The Company immediately expensed $1,260,224 of offering costs in connection with the Public Warrants and Private Placement Warrants that were classified as liabilities.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. As a result of recent guidance to Special Purpose Acquisition Companies by the SEC regarding redeemable equity instruments, the Company revisited its application of ASC 480-10-S99 on the Company’s condensed financial statements. Subsequent to the re-evaluation, the Company’s management concluded that all of its Public Shares should be classified as temporary equity. Accordingly, 20,000,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” ​(“ASC 740”). Under the asset and liability methods, as required by this accounting standard, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities in the unaudited condensed financial statements and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to the period when assets are realized, or liability is settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in the operation of statement in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their unaudited condensed financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the unaudited condensed financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax

F-76

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

authority assuming full knowledge of the position and relevant facts. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 17,630,000 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the three and six months ended June 30, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary shares is the same as basic net income per ordinary shares for the periods. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of ordinary shares:

​

For the Three Months Ended June 30, 2022

For the Six Months Ended June 30, 2022

For the Period from April 23, 2021 (inception) Through June 30, 2021

​

Class A

Class B

Class A

Class B

Class A

Class B

Basic and diluted net income (loss) per share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Allocation of net income (loss)

​

$

1,066,373

​

$

266,593

​

$

3,556,635

​

$

889,159

​

$

—

​

$

(6,800)

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and diluted weighted-average shares outstanding

​

​

20,000,000

​

​

5,000,000

​

​

20,000,000

​

​

5,000,000

​

​

—

​

​

5,000,000

Basic and diluted net income (loss) per share

​

$

0.05

​

$

0.05

​

$

0.18

​

$

0.18

​

$

—

​

$

(0.00)

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the condensed statements of operations. Derivative assets and liabilities are classified in the balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

FASB ASC 470-20, Debt with Conversion and Other Options addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this

F-77

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

guidance to allocate IPO proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating IPO proceeds first to fair value of the warrants and then the Class A ordinary shares.

The Company granted the underwriters a 45-day option at the Initial Public Offering date to purchase up to 3,000,000 additional Units to cover over-allotments. The over-allotment option was evaluated under ASC 480 “Distinguishing Liabilities from Equity” and is considered to be a freestanding financial instrument and meets the definition of a liability under ASC 480. The determination was based on the understanding that the over-allotment option may be exercised subsequent to the transfer of the securities from the underwriters to the investors. The over-allotment option liability is measured at fair value at inception and subsequently until it is expired on October 29, 2021, with changes in fair value presented in the condensed statements of operations. As of June 30, 2022 and December 31, 2021, no such liabilities related to over-allotment was recorded on the accompanying balance sheets.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, except for the Warrants (see Note 9).

Recent Accounting Standards

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The guidance was adopted starting January 1, 2022. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

Note 3 — Initial Public Offering

On September 17, 2021, the Company consummated its IPO of 20,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Following the closing of the IPO on September 17, 2021, $201,000,000 ($10.05 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants, was placed in a Trust Account and was invested only in U.S. government treasury obligations with a maturity of 185 days

F-78

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

All of the 20,000,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary share subject to redemption to be classified outside of permanent equity.

The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary share resulted in charges against additional paid-in capital and accumulated deficit.

As of June 30, 2022 and December 31, 2021, the ordinary share reflected on the balance sheets are reconciled in the following table:

Gross proceeds from IPO	$	201,000,000
Less:	​	​
Proceeds allocated to Public Warrants	​	(7,553,065)
Ordinary shares issuance costs	​	(22,351,806)
Plus:	​	​
Remeasurement of carrying value to redemption value	​	29,904,871
Interest income	​	7,683
Contingently redeemable ordinary shares as of December 31, 2021	​	201,007,683
Plus:	​	​
Interest income	​	15,614
Contingently redeemable ordinary shares as of March 31, 2022	​	201,023,297
Plus:	​	​
Interest income	​	244,969
Contingently redeemable ordinary shares as of June 30, 2022	$	201,268,266

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Company’s Sponsor and Cantor purchased an aggregate of 7,630,000 Private Placement Warrants,of which 6,630,000 Private Placement Warrants were purchased by the Sponsor and 1,000,000 Private Placement Warrants were purchased by Cantor, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $7,630,000 in the aggregate, in a private placement.

The Private Placement Warrants will not be redeemable by the Company (except as described in Note 1) so long as they are held by the Sponsor, Cantor or their permitted transferees. If the Private

F-79

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Placement Warrants are held by holders other than the Sponsor, Cantor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. The Sponsor, as well as its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis.

A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period or during any Extension Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the public shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, except as described above, the Private Placement Warrants are non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the Initial Shareholders or Cantor or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 5 — Related Party Transactions

Founder Shares

On April 26, 2021, the Sponsor purchased 5,750,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.004 per share. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the number of founder shares issued. On June 7, 2021, the Sponsor transferred 25,000 founder shares to Mitsui & Co., LTD., an advisory board member. On August 13, 2021, the Sponsor transferred 35,000 founder shares to each of Gary D. Begeman, Henry E. Dubois and Michael Leitner, the independent directors, and 25,000 founder shares to each of Eddie Kato and Simon Cathcart, the advisory board members.

750,000 founder shares were forfeited by the Sponsor on October 29, 2021 after the underwriters’ over-allotment option expired without being exercised.

In connection with the IPO, the anchor investors, collectively, acquired from the Sponsor an aggregate of 1,250,000 Founder Shares, with an aggregate fair value of $9,807,176. The excess of the fair value of the Founder Shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, the offering costs were allocated to the separable financial instruments (i.e., public shares and Public Warrant) issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to the public shares were charged to shareholders’ deficit upon the completion of the IPO.

Promissory Note — Related Party

The Sponsor issued a promissory note allowing the Company to borrow up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the IPO. The Company had borrowed $148,372 under promissory note, which was fully repaid on September 17, 2021. At June 30, 2022 and December 31, 2021, no promissory note was outstanding.

Working Capital Loans

In addition, in order to fund any working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the

F-80

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required. If the Company completes its initial Business Combination, it may repay such loaned amounts out of the proceeds of the trust account released to the Company. Otherwise, such loans may be repaid only out of funds held outside the trust account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants issued to the Sponsor and Cantor. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. The Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor or certain of its directors and officers as the Company does not believe third parties will be willing to loan such funds and provide a waiver of any and all rights to seek access to funds in the trust account. At June 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.

Consulting and Management Fees

After the initial Business Combination, members of the Company’s management team who remain with the Company may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to the shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to the shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider the initial Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

Secretarial and Administrative Services

On September 14, 2021, the Company entered into an Administrative Services Agreement pursuant to which it will also pay an affiliate of the Sponsor a total of $10,000 per month for office space, administrative and support services. Upon completion of the initial Business Combination or a liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2022, the Company incurred and paid $30,000 and $60,000 under the Administrative Services Agreement, respectively. For the period from April 23, 2021 (inception) through June 30, 2021, the Company did not incur any fees for these services.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the founder shares, Private Placement Warrants and any warrants that may be issued on conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO requiring the Company to register such securities for resale (in the case of the founder shares, only after conversion to the Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such. Notwithstanding the foregoing, the underwriters may not exercise

F-81

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

their demand and “piggyback” registration rights until five years after the effective date of the registration statement on Form S-1 (File No. 333-259098) filed September 14, 2021 and may not exercise their demand rights on more than one occasion.

Underwriting Agreement

The underwriters had a 45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. The option expired on October 29, 2021.

On September 17, 2021, the Company paid a cash underwriting discount of 2.0% per Unit, or $4,000,000. On March 6, 2022, the Company entered into a side letter to the underwriting agreement with Cantor and Truist Securities, Inc. (“Truist Securities”) pursuant to which the deferred underwriting commission was changed to $6,000,000 for Cantor and $150,000 for Truist Securities. However, in the event that the Proceeds involved in the Business Combination are in excess of $40,000,000 and less than or equal to $100,000,000, the deferred underwriting commission shall be increased by up to an additional $2,100,000 for Cantor and up to an additional $750,000 for Truist Securities. The underwriters’ deferred commissions will be paid to the underwriters from the funds held in the trust account, and the remaining funds, less amounts used to pay redeeming shareholders, will be released to the Company and can be used to pay all or a portion of the purchase price of the business or businesses with which the initial Business Combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with the initial Business Combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.

Business Combination Agreement

On March 8, 2022, the Company entered into a business combination agreement (the “Business Combination Agreement”) with SatixFy and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of SatixFy (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Business Combination as a wholly-owned subsidiary of SatixFy.

At the effective time of the Business Combination (the “Effective Time”), (i) each Company Class A ordinary share, par value $0.0001 per share (excluding treasury shares, redeeming shares and dissenting shares), will be exchanged for one ordinary share of SatixFy and (ii) each outstanding warrant of the Company will be assumed by SatixFy and will become a warrant exercisable for one ordinary share of SatixFy (subject the terms and conditions of the Warrant Assumption Agreement).

Prior to the Effective Time, each preferred share of SatixFy will be converted into one ordinary share of SatixFy. Immediately following such preferred share conversion but prior to the Effective Time, each issued and outstanding ordinary share of SatixFy will be converted into a number of SatixFy ordinary shares (the “Pre-Closing Recapitalization”) determined by multiplying each then issued and outstanding ordinary share by the quotient of (a) the Adjusted Equity Value Per Share and (b) $10.00 (the “Exchange Ratio”). Additionally, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy option outstanding and unexercised immediately prior to the Effective Time, will be adjusted by multiplying the number of SatixFy ordinary shares subject to such option by the Exchange Ratio and the per share exercise price will determined by dividing the exercise price of such option immediately prior to the Effective Time by the Exchange Ratio. In addition, immediately following the Pre-Closing Recapitalization but prior to the Effective Time, each SatixFy warrant will be adjusted by multiplying the number of SatixFy ordinary shares subject to such warrant by the Exchange Ratio and the per share exercise price will be determined by dividing the per share exercise price of such warrant immediately prior to the Effective Time

F-82

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

by the Exchange Ratio. Each SatixFy warrant issued and outstanding will be exercised on a cashless basis assuming a then price per share equal to $10.00, and no SatixFy warrants shall survive after the Effective Time.

Prior to the execution of the Business Combination Agreement, SatixFy entered into a credit facility pursuant to which SatixFy borrowed $55,000,000 (the “Debt Financing”). Substantially contemporaneously with the Effective Time, SatixFy will issue securities to certain investors (the “PIPE Investors”) pursuant to the unit subscription agreements (the “PIPE Financing” or the “Unit Subscription Agreements”).

Further, prior to the execution of the Business Combination Agreement, SatixFy entered into an equity line of credit purchase agreement and related registration rights agreement with CF Principal Investments LLC, a Delaware limited liability company and an affiliate of Cantor Fitzgerald & Co (“CF Principal Investments”), pursuant to which SatixFy may issue up to $75,000,000 of ordinary shares of SatixFy following the closing of the Business Combination (the “Equity Line of Credit”).

On June 13, 2022, we entered into Amendment No. 1 to the Business Combination Agreement (the “BCA Amendment”). The BCA Amendment amends the Business Combination Agreement to (1) change the earliest date upon which the measurements may be taken for determining the vesting of the Price Adjustment Shares from 150 days after the closing to 30 days after the date on which the resale registration statement covering the securities issued to the Subscribers of the PIPE Financing is declared effective and (2) allow for up to $200,000 of working capital loans to be converted into warrants or other securities. Additionally, on June 13, 2022, we entered into Amendment No. 1 to the Sponsor Letter Agreement (the “Sponsor Letter Amendment”), to allow for up to $200,000 of working capital loans to be converted into warrants or other securities.

Unless specifically stated, this Form 10-Q does not give effect to the proposed Business Combination and does not contain a description of the risks associated with the Business Combination. Such risks and effects relating to the proposed Business Combination will be described in a Form F-4 registration statement to be filed by SatixFy. The registration statement on Form F-4 will also contain a description of the business, operations, financial condition, management, governance, capitalization and other materials terms of the combined company following the business combination as well as information on the redemption process and the shareholders’ meeting to approve the transaction.

On March 6, 2022, the Company entered into a side letter to the underwriting agreement with Cantor and Truist Securities, Inc. (“Truist Securities”) pursuant to which the deferred underwriting commission was changed to $6,000,000 for Cantor and $150,000 for Truist Securities. However, in the event that the Proceeds involved in the Business Combination are in excess of $40,000,000 and less than or equal to $100,000,000, the deferred underwriting commission shall be increased by up to an additional $2,100,000 for Cantor and up to an additional $750,000 for Truist Securities.

In connection with the Business Combination Agreement, the Company and SatixFy entered into a variety of different advisory arrangements with investments banks including Cantor, Truist Securities and Barclays Capital Inc. (“Barclays”). Pursuant to the placement agent engagement letter between Cantor, SatixFy and the Company, $3.5 million will be payable by SatixFy upon consummation of the Business Combination. If the Business Combination is consummated, up to $50,000 in expenses will be reimbursed by SatixFy, and if the Business Combination is not consummated, up to $25,000 in expenses will be reimbursed by the Company. Pursuant to the financial advisor engagement letter between Truist Securities and the Company, $2.855 million will be payable by the Company upon consummation of the Business Combination, and up to an additional $2.145 million will be payable depending on the amount of Proceeds involved in the Business Combination. Whether or not the Business Combination is consummated, up to $50,000 in expenses will be reimbursed by the Company. Pursuant to the financial advisor engagement letter between Barclays and SatixFy, $7.5 million will be payable by SatixFy upon consummation of the Business Combination, and up to an additional $3.5 million will be payable depending on the amount of Proceeds

F-83

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

involved in the Business Combination. Pursuant to the placement agent engagement letter between Barclays, SatixFy and the Company, no fees will be payable by the Company upon consummation of the Business Combination. If the Business Combination is consummated, up to $50,000 in expenses will be reimbursed by SatixFy, and if the Business Combination is not consummated, up to $25,000 in expenses will be reimbursed by the Company. Upon the consummation of the Business Combination, the Company would be a wholly owned subsidiary of SatixFy and any such obligations of the Company would be assumed by SatixFy on a consolidated basis. In the event that the Business Combination is not consummated, the only obligations of SatixFy and/or the Company will be the reimbursement of certain expenses.

Consulting Agreements

On May 27, 2022 (the “Third Addendum Effective Date”), that certain Consulting Agreement, commencing as of September 14, 2021, as amended by the First Addendum on December 2, 2021 and further amended by the Second Addendum on April 1, 2022, by and between ICR, LLC (the “Consultant”) and the Company was amended as follows: “Commencing on the Third Addendum Effective Date, the Twenty Thousand Dollar ($20,000.00) monthly fees for the months of April, May, June, July, August, and September 2022 listed in Section IV.B.i of the Agreement shall be deferred and payable upon the Transaction Date. If the Transaction occurs after September 30, 2022, twenty-five percent (25%) of the discretionary bonus shall become non-discretionary and be paid to the Consultant on the Transaction Date. As of June 30, 2022, $60,000 is included in accrued expenses.”

Note 7 — Warrant Liabilities

At June 30, 2022 and December 31, 2021, the Company had 17,630,000 warrants outstanding (10,000,000 Public Warrants and 7,630,000 Private Placement Warrants).

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummate its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $10.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating thereto is current, subject to the Company’s satisfying its obligations described below with respect to registration, or a valid exemption from registration is available,

F-84

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

including in connection with a cashless exercise permitted as a result of a notice of redemption described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00”. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a post-effective amendment to the registration statement for the IPO or a new registration statement for the registration, under the Securities Act, covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the warrants (except as described herein with respect to the private placement warrants):

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within any 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (the “Reference Value”).

Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00.

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Class A ordinary shares;

F-85

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

•

if, and only if, the Reference Value equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and

•

if the Reference Value is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), then the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The “fair market value” of the Class A ordinary shares shall mean the volume weighted average price of the Class A ordinary shares as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the warrant redemption features used in some other blank check offerings. The Company will provide its warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

The Company accounted for the Public Warrants and Private Placement Warrants as liabilities in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity. Because the Company does not control the occurrence of events, such as a tender offer or exchange that may trigger cash settlement of the warrants where not all of the shareholders also receive cash, the warrants do not meet the criteria for equity treatment thereunder, and as such, the warrants must be recorded as derivative liability.

Additionally, certain adjustments to the settlement amount of the Private Placement Warrants are based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under ASC 815—40, and thus the Private Placement Warrants are not considered indexed to the Company’s own stock and not eligible for an exception from derivative accounting.

The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon issuance of the warrants at the closing of the IPO. Accordingly, the Company classified each warrant as a liability at its fair value. The Public Warrants were allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined with the assistance of a professional independent valuation firm. The warrant liabilities are subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liabilities will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statements of operations. The Company will reassess the classification of the warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 8 — Shareholders’ Deficit

Preference Shares

The Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001 per share. At June 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

F-86

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Class A Ordinary Shares

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. At June 30, 2022 and December 31, 2021, there were 20,000,000 Class A ordinary shares issued or outstanding, all of which are subject to possible redemption.

Class B Ordinary Shares

The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Class B ordinary shares are entitled to one vote for each ordinary share. Prior to the IPO, there were 5,750,000 Class B ordinary shares issued and outstanding. On October 29, 2021, 750,000 founder shares were forfeited by our sponsor when the underwriters’ over-allotment option expired unexercised. At June 30, 2022 and December 31, 2021, there were 5,000,000 Class B ordinary shares issued and outstanding.

The Sponsor, officers, directors, advisors and anchor investors have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (y) the date on which the Company completes a liquidation, merger, share 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 (except with respect to permitted transferees as described herein. Any permitted transferees will be subject to the same restrictions and other agreements of the Sponsor with respect to any founder shares.

The founder shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of all ordinary shares issued and outstanding upon the completion of the IPO plus all Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities issued or deemed issued in connection with the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for the Class A ordinary shares issued in a financing transaction in connection with the initial Business Combination, including but not limited to a private placement of equity or debt.

Note 9 — Fair Value of Financial Instruments

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection

F-87

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1,   defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2,   defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

Level 3,   defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

The fair value of the Company’s prepaid expenses and accrued offering costs and expenses approximate the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

​

June 30, 2022

Quoted Prices In Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Marketable securities held in Trust Account

​

$

201,268,266

​

$

201,268,266

​

$

—

​

$

—

​

​

$

201,268,266

​

$

201,268,266

​

$

—

​

$

—

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Warrant liabilities – Public Warrants

​

$

1,150,000

​

$

1,150,000

​

$

—

​

$

—

Warrant liabilities – Private Placement Warrants

​

​

885,861

​

​

—

​

​

885,861

​

​

—

​

​

$

2,035,861

​

$

1,150,000

​

$

885,861

​

$

—

F-88

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

​

December 31, 2021

Quoted Prices In Active Markets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Other Unobservable Inputs (Level 3)

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Marketable securities held in Trust Account

​

$

201,007,683

​

$

201,007,683

​

$

—

​

$

—

​

​

$

201,007,683

​

$

201,007,683

​

$

—

​

$

—

Liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Warrant liabilities – Public Warrants

​

$

5,294,000

​

$

5,294,000

​

$

—

​

$

—

Warrant liabilities – Private Placement Warrants

​

​

4,046,468

​

​

—

​

​

—

​

​

4,046,468

​

​

$

9,340,468

​

$

5,294,000

​

$

—

​

$

4,046,468

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations. The Private Warrants were initially valued and continue to be valued using a Monte Carlo model.

The following table provides quantitative information regarding Level 3 fair value measurements as of June 30, 2022 and December 31, 2021:

Input	June 30, 2022			December 31, 2021
Exercise price	​	$	—	$11.50
Unit price	​	$	—	$9.78
Volatility	​	​	—%	9.6%
Expected term of the warrants	​	​	—	6.07 years
Risk-free rate	​	​	—%	1.36%
Dividend yield	​	​	—	0

The Company’s Public Warrants began separately trading on November 5, 2021. After this date, the Public Warrant values per share were based on the observed trading prices of the public warrants as of each balance sheet date. The fair value of the Public Warrant liability is classified as level 1 as of June 30, 2022 and December 31, 2021.

Initially and through to December 31, 2021, the Private Warrants were valued using a Monte Carlo model, which is considered to be a Level 3 fair value measurement due to the use of unobservable inputs. The subsequent measurement of the Private Placement Warrants is classified as Level 2 due to the use of an observable market quote for a similar asset in an active market. The estimated fair value of the Private Warrants transferred from a Level 3 measurement to a Level 2 fair value measurement during the three and six months ended June 30, 2022 was $1,914,441.

F-89

ENDURANCE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the changes in the fair value of Level 3 warrant liabilities:

​	Private Placement Warrants			Public Warrants			Total Warrant Liabilities
Fair value as of January 1, 2022	​	$	4,046,468	​	$	—	​	$	4,046,468
Change in fair value of warrant liabilities	​	​	(2,132,027)	​	​	—	​	​	(2,132,027)
Transfer from level 3 to level 2	​	​	(1,914,441)	​	​	—	​	​	(1,914,441)
Change in fair value of warrant liabilities	​	​	—	​	​	—	​	​	—
Transfer from level 3 to level 2	​	​	—	​	​	—	​	​	—
Fair value as of June 30, 2022	​	$	—	​	$	—	​	$	—

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the condensed financial statements was issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

F-90

Annex A​

EXECUTION VERSION​

BUSINESS COMBINATION AGREEMENT

BY AND AMONG

ENDURANCE ACQUISITION CORP.,

SATIXFY MS,

AND

SATIXFY COMMUNICATIONS LTD.

DATED AS OF MARCH 8, 2022

TABLE OF CONTENTS

​	Page
ARTICLE I. CERTAIN DEFINITIONS	​	A-3
Section 1.1 Definitions	​	A-3
ARTICLE II. MERGER	​	A-22
Section2.1 Pre-Closing Transactions	​	A-22
Section 2.2 The Merger	​	A-23
Section 2.3 Conversion of Securities	​	A-25
Section 2.4 No Fractional Company Ordinary Shares	​	A-25
Section 2.5 Closing of the Transactions Contemplated by this Agreement	​	A-26
Section 2.6 Deliverables	​	A-26
Section 2.7 Withholding	​	A-27
Section 2.8 PIPE Financing	​	A-28
Section 2.9 Backstop Facility	​	A-28
Section 2.10 Price Adjustment Shares	​	A-28
ARTICLE III. REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES AND MERGER SUB	​	A-30
Section 3.1 Organization and Qualification	​	A-30
Section 3.2 Capitalization of the Group Companies	​	A-31
Section 3.3 Authority	​	A-32
Section 3.4 Financial Statements; Undisclosed Liabilities	​	A-33
Section 3.5 Consents and Requisite Governmental Approvals; No Violations	​	A-33
Section 3.6 Permits	​	A-34
Section 3.7 Material Contracts; No Defaults	​	A-34
Section 3.8 Absence of Changes	​	A-36
Section 3.9 Litigation	​	A-36
Section 3.10 Compliance with Applicable Law	​	A-36
Section 3.11 Employee Plans	​	A-36
Section 3.12 Environmental Matters	​	A-38
Section 3.13 Intellectual Property	​	A-39
Section 3.14 Suppliers and Customers.	​	A-42
Section 3.15 Privacy and Data Security	​	A-42
Section 3.16 Labor Matters	​	A-43
Section 3.17 Insurance	​	A-44
Section 3.18 Tax Matters	​	A-44
Section 3.19 Brokers	​	A-47
Section 3.20 Real and Personal Property	​	A-47
Section 3.21 Transactions with Affiliates	​	A-47
Section 3.22 Compliance with International Trade & Anti-Corruption Laws	​	A-48
Section 3.23 PIPE Financing	​	A-49
Section 3.24 Equity Line of Credit	​	A-49
Section 3.25 Governmental Grants	​	A-49
Section 3.26 Information Supplied	​	A-49

A-i

​	Page
Section 3.27 Investigation; No Other Representations	​	A-49
Section 3.28 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES	​	A-50
ARTICLE IV. REPRESENTATIONS AND WARRANTIES RELATING TO SPAC	​	A-50
Section 4.1 Organization and Qualification	​	A-50
Section 4.2 Authority	​	A-51
Section 4.3 Consents and Requisite Governmental Approvals; No Violations	​	A-51
Section 4.4 Brokers	​	A-52
Section 4.5 Information Supplied	​	A-52
Section 4.6 Capitalization of SPAC	​	A-52
Section 4.7 SEC Filings	​	A-53
Section 4.8 Trust Account.	​	A-53
Section 4.9 Indebtedness	​	A-54
Section 4.10 Transactions with Affiliates	​	A-54
Section 4.11 Litigation	​	A-54
Section 4.12 Compliance with Applicable Law	​	A-54
Section 4.13 Business Activities	​	A-54
Section 4.14 Internal Controls; Listing; Financial Statements	​	A-55
Section 4.15 No Undisclosed Liabilities	​	A-56
Section 4.16 Tax Matters	​	A-56
Section 4.17 Material Contracts; No Defaults	​	A-57
Section 4.18 Absence of Changes	​	A-58
Section 4.19 Employee Benefit Plans	​	A-58
Section 4.20 Sponsor Letter Agreement	​	A-58
Section 4.21 Investment Company Act	​	A-59
Section 4.22 Charter Provisions	​	A-59
Section 4.23 Compliance with International Trade & Anti-Corruption Laws	​	A-59
Section 4.24 Investigation; No Other Representations	​	A-59
Section 4.25 Residency	​	A-60
Section 4.26 EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES	​	A-60
ARTICLE V. COVENANTS	​	A-60
Section 5.1 Conduct of Business of the Company	​	A-60
Section 5.2 Efforts to Consummate; Litigation	​	A-63
Section 5.3 Confidentiality and Access to Information	​	A-65
Section 5.4 Public Announcements	​	A-66
Section 5.5 Tax Matters	​	A-66
Section 5.6 Exclusive Dealing	​	A-67
Section 5.7 Preparation of Registration Statement / Proxy Statement	​	A-68
Section 5.8 SPAC Shareholder Approval	​	A-68
Section 5.9 Conduct of Business of SPAC	​	A-70
Section 5.10 NASDAQ Listing	​	A-71
Section 5.11 Trust Account	​	A-72
Section 5.12 Ancillary Agreements; Company Shareholder Approval and SPAC Shareholder Approval; Subscription Agreements	​	A-72

A-ii

​	Page
Section 5.13 Indemnification; Directors’ and Officers’ Insurance	​	A-72
Section 5.14 Post-Closing Directors and Officers	​	A-73
Section 5.15 Financial Statements.	​	A-73
Section 5.16 Company Incentive Equity Plan	​	A-74
Section 5.17 No Use of SPAC Name	​	A-74
Section 5.18 Warrant Assumption Agreement	​	A-74
Section 5.19 Termination of Company Investor Agreements	​	A-75
Section 5.20 Continued Listing	​	A-75
Section 5.21 Disclosure of Certain Matters	​	A-75
ARTICLE VI. CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT	​	A-75
Section 6.1 Conditions to the Obligations of the Parties	​	A-75
Section 6.2 Other Conditions to the Obligations of SPAC	​	A-76
Section 6.3 Other Conditions to the Obligations of the Company Parties	​	A-76
ARTICLE VII. TERMINATION	​	A-77
Section 7.1 Termination	​	A-77
Section 7.2 Effect of Termination	​	A-78
ARTICLE VIII. MISCELLANEOUS	​	A-79
Section 8.1 Non-Survival	​	A-79
Section 8.2 Entire Agreement; Assignment	​	A-79
Section 8.3 Amendment	​	A-79
Section 8.4 Notices	​	A-79
Section 8.5 Governing Law	​	A-80
Section 8.6 Fees and Expenses	​	A-80
Section 8.7 Construction; Interpretation	​	A-80
Section 8.8 Exhibits and Schedules	​	A-81
Section 8.9 Parties in Interest	​	A-81
Section 8.10 Severability	​	A-81
Section 8.11 Counterparts; Electronic Signatures	​	A-81
Section 8.12 Knowledge of Company; Knowledge of SPAC	​	A-82
Section 8.13 No Recourse	​	A-82
Section 8.14 Extension; Waiver	​	A-82
Section 8.15 Waiver of Jury Trial	​	A-82
Section 8.16 Submission to Jurisdiction	​	A-83
Section 8.17 Remedies	​	A-83
Section 8.18 Trust Account Waiver	​	A-83
Section 8.19 Company and SPAC Disclosure Schedules	​	A-84

A-iii

ANNEXES AND EXHIBITS

Annex A

Key Employees

Annex B

Reorganization Covenants

Exhibit A

Form of Subscription Agreement

Exhibit B

Form of Sponsor Letter Agreement

Exhibit C

Form of Transaction Support Agreement

Exhibit D

A&R Shareholders’ Agreement

Exhibit E

Form of Warrant Assumption Agreement

Exhibit F

Form of Company Second A&R Articles of Association

Exhibit G

Form of PIPE Warrant Agreement

Exhibit H

Form of Plan of Merger

Exhibit I

A&R Registration Rights Agreement

Schedule A

Supporting Company Shareholders

Schedule B

Price Adjustment Participants and Price Adjustment Pro Rata Portion

A-iv

BUSINESS COMBINATION AGREEMENT

This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 8, 2022 (the “Agreement Date”), is entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”), SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). SPAC, Merger Sub and the Company shall be referred to herein from time to time individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

WHEREAS, SPAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets;

WHEREAS, Merger Sub is a newly formed, wholly owned, direct Subsidiary of the Company that was formed for purposes of consummating the transactions contemplated by this Agreement and the Ancillary Documents (the “Transactions”);

WHEREAS, following the Capital Restructuring, subject to the terms and conditions hereof and in accordance with the Companies Act, on the Closing Date, Merger Sub will merge with and into SPAC (the “Merger”), with SPAC surviving the Merger as a direct, wholly owned Subsidiary of the Company.

WHEREAS, as of the Effective Time by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, all Eligible SPAC Shares shall be automatically converted into the right to receive the Merger Consideration.

WHEREAS, prior to the Closing, (a) the Company shall effect the Company Preferred Share Conversion in accordance with, and based on the applicable conversion ratios of each class of Company Preferred Shares set forth in the Company’s Amended and Restated Articles of Association (the “Current Company Articles”) and (b) immediately following the Conversion, the Company will effect the Pre-Closing Recapitalization in accordance with Section 2.1(c) hereof.

WHEREAS, immediately following the Pre-Closing Recapitalization and prior to (and conditioned upon) the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants.

WHEREAS, at the Closing, in connection with the Merger, the Company and Continental (or its applicable Affiliate) will enter into that certain Assignment, Assumption, Amended and Restated Warrant Agreement (the “Warrant Assumption Agreement”), substantially in the form attached hereto as Exhibit E, whereby the Company shall assume and amend and restate the terms of the Warrant Agreement and each of the SPAC Warrants will automatically become an Assumed Warrant and all rights with respect to SPAC Class A Shares underlying the SPAC Warrants will be automatically converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company;

WHEREAS, the board of directors of SPAC (the “SPAC Board”) has unanimously: (a) determined that it is in the best interests of SPAC to enter into this Agreement and the Ancillary Documents to which SPAC is or will be a party; (b) approved this Agreement, the Ancillary Documents to which SPAC is or will be a party and the transactions contemplated hereby and thereby (including the Merger) and (c) recommended, upon the terms and subject to the conditions set forth in this Agreement, the approval of the SPAC Shareholder Proposals by the holders of SPAC Shares entitled to vote thereon;

WHEREAS, the board of directors of Merger Sub has unanimously: (a) determined that it is in the best interests of Merger Sub to enter into this Agreement and the Ancillary Documents to which Merger Sub is or will be a party; and (b) approved this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger);

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WHEREAS, the Company, acting in its capacity as the sole shareholder of Merger Sub, has approved this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the Transactions contemplated hereby and thereby (including the Merger) (the “Merger Sub Shareholder Approval”);

WHEREAS, the board of directors of the Company (the “Company Board”) has (i) unanimously: (a) determined that the transactions contemplated by this Agreement and the Ancillary Documents to which the Company is or will be a party are fair to, advisable and in the best interests of the Company and its shareholders and (b) approved this Agreement, the Ancillary Documents to which the Company is or will be a party and the transactions contemplated hereby and thereby (including the Merger) and (ii) recommended, upon the terms and subject to the conditions set forth in this Agreement, among other things, the approval of the Initial Company Shareholder Proposals and the Company Preferred Shareholder Proposal and will recommend, among other things, the approval of the Additional Company Shareholder Proposals, by the holders of Company Shares entitled to vote thereon at the Company Shareholder Meeting;

WHEREAS, concurrently with the execution of this Agreement, the Company and each of the parties (the “Subscribers”) subscribing for that number of units (the “PIPE Units”) consisting of (i) one Company Ordinary Share and (ii) one-half of one Company Warrant (each, a “PIPE Warrant”) pursuant to a warrant agreement (as amended or modified from time to time, the “PIPE Warrant Agreement”) in substantially the form attached hereto as Exhibit G thereunder have entered into certain subscription agreements, dated as of the date hereof (as amended or modified from time to time, collectively, the “Subscription Agreements”), in substantially the form attached hereto as Exhibit A, pursuant to which, among other things, each Subscriber has agreed to subscribe for and purchase from the Company on the Closing Date concurrent with the Closing, and the Company has agreed to issue and sell to each such Subscriber on the Closing Date concurrent with the Closing, the number of PIPE Units set forth in the applicable Subscription Agreement in exchange for the purchase price set forth therein, on the terms and subject to the conditions set forth in the applicable Subscription Agreement (the equity financing under all Subscription Agreements, collectively, hereinafter referred to as the “PIPE Financing”);

WHEREAS, prior to the execution of this Agreement, the Company and an institutional lender and its affiliates entered into a credit facility pursuant to which the Company borrowed $55,000,000 (the “Debt Financing”);

WHEREAS, concurrently with the execution of this Agreement, the Company entered into an equity line of credit with an investment bank pursuant to which the Company may issue up to $75,000,000 of its ordinary Shares, the availability of such equity line of credit conditioned upon the Closing (the “Equity Line of Credit”);

WHEREAS, concurrently with the execution of this Agreement, Sponsor, SPAC and the Company are entering into the sponsor supporting letter agreement in substantially the form attached hereto as Exhibit B (the “Sponsor Letter Agreement”), pursuant to which, among other things, Sponsor has agreed to vote all of its SPAC Shares in favor of the SPAC Shareholder Proposals, to impose certain “lock up” restrictions with respect to it its Sponsor Interests (as defined therein) for a period of time, and to subject a portion of the Merger Consideration payable to Sponsor to certain vesting provisions, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement;

WHEREAS, in connection with this Agreement, the Sponsor and certain members of the Company’s management team will become eligible to receive certain Price Adjustment Shares as provided herein;

WHEREAS, concurrently with the execution of this Agreement, the Company, SPAC and certain Company Shareholders set forth on Schedule A (collectively, the “Supporting Company Shareholders”), which, in the aggregate, represent the Requisite Majority and each of the shareholders that are required to deliver the Company Shareholder Consent and Waiver and Consent to Shareholders Agreement Termination, are entering into a transaction support agreement, substantially in the form attached hereto as Exhibit C (collectively, the “Transaction Support Agreements”), pursuant to which, among other things, each such Supporting Company Shareholder will agree to vote in favor of the approval of the Company Preferred Shareholder Proposal and the Company Shareholder Proposals, as applicable, at the Company Shareholder Meeting;

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WHEREAS, pursuant to the SPAC Memorandum and Articles of Association, SPAC is required to provide the holders of SPAC Class A Shares an opportunity to have their issued and outstanding SPAC Class A Shares redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in the SPAC Memorandum and Articles of Association in connection with the SPAC Shareholders Meeting (the “Offer”);

WHEREAS, concurrently with the execution of this Agreement, in connection with (and conditioned upon) the Merger, the Company, the Supporting Company Shareholders, the SPAC, the Sponsor and certain other parties thereto have entered into that certain Amended and Restated Shareholders’ Agreement (the “A&R Shareholders’ Agreement”), substantially in the form attached hereto as Exhibit D to be effective upon the Closing, which agreement, upon execution and delivery by such parties, will replace and supersede the Shareholders’ Agreement and certain other agreements of the parties to the A&R Shareholders’ Agreement in each case in its entirety and will, among things, subject the “Holders” ​(as defined therein) to certain “lock-up” restrictions with respect to their Company Shares;

WHEREAS, concurrently with the execution of this Agreement, in connection with (and conditioned upon) the Merger, the SPAC, the Sponsor and certain other parties thereto have entered into that certain Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), substantially in the form attached hereto as Exhibit I to be effective upon the Closing, which agreement, upon execution and delivery by such parties, will replace and supersede the Registration Rights Agreement in its entirety;

WHEREAS, the Company shall, subject to obtaining the Company Preferred Shareholder Approval, the Company Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination, adopt the second amended and restated articles of association of the Company (the “Company Second A&R Articles of Association”) substantially in the form attached hereto as Exhibit F, to be effective upon the Effective Time;

WHEREAS, immediately prior to the Effective Time, the Company shall, subject to obtaining the Company Shareholder Approval, adopt the Company Incentive Equity Plan; and

WHEREAS, for U.S. federal income Tax purposes, it is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code to which each of the Company, SPAC and Merger Sub are parties pursuant to Section 368(b) of the Code and that this Agreement constitutes a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a).

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

ARTICLE I.
CERTAIN DEFINITIONS

Section 1.1   Definitions.   As used in this Agreement, the following terms have the respective meanings set forth below.

“A&R Registration Rights Agreement” has the meaning set forth in the recitals to this Agreement.

“A&R Shareholders’ Agreement” has the meaning set forth in the recitals to this Agreement.

“Adjusted Equity Value” means (a) the Equity Value, plus (b) the Aggregate Vested Company Option Exercise Price, plus (c) the Aggregate Warrant Exercise Price. For the avoidance of doubt, the Adjusted Equity Value shall not include the value or proceeds from the issuance of any Company Ordinary Shares or other capital stock of the Company issued or issuable in connection with the PIPE Financing, the Backstop Facility or any Permitted Interim Financing.

“Adjusted Equity Value Per Share” means (a) the Adjusted Equity Value, divided by (b) the Fully Diluted Company Capitalization.

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“Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this Agreement, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Aggregate Transaction Proceeds” means an amount equal to (a) the aggregate cash proceeds to be released to SPAC from the Trust Account in connection with the transactions contemplated hereby (after, for the avoidance of doubt, giving effect to the exercise of SPAC Shareholder Redemption Rights but before release of any other funds), minus (b) SPAC Expenses, minus (c) Company Expenses, plus (d) the aggregate proceeds from the Debt Financing less cash expenses incurred by the Company and its Subsidiaries in connection with the Debt Financing, plus (e) the aggregate proceeds received by the Company pursuant to any Permitted Interim Financing less cash expenses incurred by the Company and its Subsidiaries in connection with such sale, plus (f) the aggregate proceeds received by the Company in connection with the Closing from the PIPE Financing, plus (g) the aggregate proceeds received by or available to the Company under the Backstop Facility, if the Backstop Facility has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith, plus (h) $37,500,000 attributable to securities that can be sold pursuant to the Equity Line of Credit.

“Aggregate Vested Company Option Exercise Price” means the aggregate amount of the exercise price that would be paid to the Company in respect of all Vested Company Options if all Vested Company Options were exercised in full immediately prior to the Effective Time (without giving effect to any “net” exercise or similar concept).

“Agreement” has the meaning set forth in the introductory paragraph to this Agreement.

“Ancillary Documents” means the Plan of Merger, the Sponsor Letter Agreement, the Subscription Agreements, the Transaction Support Agreements, the A&R Shareholders’ Agreement, the Warrant Assumption Agreement, and each other agreement, document, instrument and/or certificate contemplated by this Agreement and executed or to be executed in connection with the transactions contemplated hereby.

“Anti-Corruption Laws” means, collectively, the Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, Sub-chapter 5 of Chapter 9 of Part B of the Israeli Penal Law, 1977, the Israeli Prohibition on Money Laundering Law, 5760-2000, OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, United States Currency, Foreign Transactions Reporting Act of 1970, as amended, and any other applicable anti-bribery or anti-corruption Laws related to combatting bribery, corruption and money laundering.

“Antitrust Laws” means any antitrust, competition, merger control or trade regulatory law.

“Assumed Warrants” means warrants to purchase Company Ordinary Shares on the terms set forth in the Warrant Assumption Agreement (which shall be in substantially identical form as the applicable SPAC Warrants and the SPAC Warrant Agreement, but in the name of the Company and as amended pursuant to the Warrant Assumption Agreement).

“Backstop Facility” means a revolving credit agreement that may be entered into following the date hereof between the Company and the institutional lender and its affiliates that are lenders under the Debt Financing pursuant to which the Company may borrow from time to time up to an additional currently expected amount of $25,000,000, at the option of the Company, the availability of which is conditioned upon the Closing.

“Business Combination” has the meaning set forth in Section 8.18.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York, the Cayman Islands and Tel Aviv, Israel are open for the general transaction of business.

“Capital Restructuring” has the meaning set forth in Section 2.1(c).

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“CARES Act” means the Coronavirus Aid, Relief and Economic Security Act (Pub. L. No. 116-136), as signed into law by the President of the United States on March 27, 2020.

“Cayman Dissent Rights” means the right of each SPAC Shareholder to dissent in respect of the Merger pursuant to Section 238 of the Companies Act.

“CBA” means any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization.

“Change of Control” means any transaction or series of transactions (a) following which a Person or “group” ​(within the meaning of Section 13(d) of the Exchange Act), other than the Group Companies, has direct or indirect beneficial ownership of securities (or rights convertible or exchangeable into securities) representing fifty percent (50%) or more of the voting power of or economic rights or interests in the Company or its subsidiaries that, in the aggregate, constitute at least 50% of the consolidated assets of the Company (excluding any “holding company” reorganizations or similar reorganizations that do not affect the ultimate beneficial ownership of the Company), (b) constituting a merger, consolidation, reorganization or other business combination, however effected, following which the voting securities of the Company immediately prior to such merger, consolidation, reorganization or other business combination do not continue to represent or are not converted into fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the Person resulting from such combination or, if the surviving company is a Subsidiary, the ultimate parent thereof, or (c) the result of which is a sale of all or substantially all of the assets of the Group Companies to any Person.

“Closing” has the meaning set forth in Section 2.5.

“Closing Date” has the meaning set forth in Section 2.5.

“Closing Filing” has the meaning set forth in Section 5.4(b).

“Closing Press Release” has the meaning set forth in Section 5.4(b).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Companies Act” means the Cayman Islands’ Companies Act (As Revised), as amended or revised from time to time.

“Company” has the meaning set forth in the introductory paragraph to this Agreement.

“Company Acquisition Proposal” means (a) any transaction or series of related transactions under which any Person(s), directly or indirectly, acquires or otherwise purchases (i) voting control of the Company or any of its Subsidiaries or controlled Affiliates or (ii) twenty percent (20%) or more of the consolidated assets of the Company (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise) or (b) twenty percent (20%) or more of the equity or similar investment in the Company or any of its Subsidiaries or controlled Affiliates. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Documents, the Transaction, the Backstop Financing nor the PIPE Financing shall constitute a Company Acquisition Proposal.

“Company Board” has the meaning set forth in the recitals to this Agreement.

“Company Disclosure Schedules” means the disclosure schedules to this Agreement delivered to SPAC by the Company on the date of this Agreement.

“Company Equity Plan” means, collectively, the Company’s 2020 EMI Share Option Plan, the Company’s 2020 Share Award Plan, the Company’s U.S. Addendum to the 2020 Share Award Plan, and each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company.

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“Company Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, any Group Company or Merger Sub in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers and finders, investment bankers, consultants, or other agents or service providers of any Group Company or Merger Sub, (b) any other fees, expenses, commissions or other amounts that are expressly allocated to any Group Company or Merger Sub pursuant to this Agreement or any Ancillary Document, including fifty percent (50%) of all fees for registering the Company Securities on the Registration Statement / Proxy Statement, fifty percent (50%) of all fees for the application for listing the Company Securities on NASDAQ, fifty percent (50%) of all filing fees (if any) for any filings pursuant to any applicable Antitrust Laws (or any applicable investment laws or laws that provide for review of national security or defense matters) and fifty percent (50%) of all Transfer Taxes; and (c) the cost of the Tail Policy (but only to the extent not exceeding $3,800,000, the estimate for such cost provided by SPAC to the Company prior to the date hereof, the remainder of which will be a SPAC Expense); provided, that if any amounts to be included in the calculation of the Company Expenses which are in a currency other than US dollars, such amounts shall be deemed converted to US dollars at the prevailing official rate of exchange published by the Federal Reserve Bank of New York for the conversion of such currency or currency unit into US dollars (except for the conversion of NIS denominated expenses which shall be deemed converted on the basis of the official USD-NIS exchange rates) on the last Business Day immediately preceding the Closing. Notwithstanding the foregoing or anything to the contrary herein, Company Expenses shall not include (x) any SPAC Expenses, (y) any expenses associated with the Debt Financing and any sale of securities (including convertible securities) of the Company the agreement for which was entered into after the date hereof but prior to the Closing and/or (z) any cash payment to a holder of Company Warrants in exchange for the retirement and/or surrender of such Company Warrants in accordance with the terms thereof.

“Company Fundamental Representations” means the representations and warranties set forth in Section 3.1(a) and Section 3.1(b) (Organization and Qualification), Section 3.2(a) and Section 3.2(c) (Capitalization of the Group Companies), Section 3.3(a), (b), (c) and (d) (Authority), Section 3.8(a) (Absence of Changes) and Section 3.19 (Brokers).

“Company Incentive Equity Plan” has the meaning set forth in Section 5.16(a).

“Company Intellectual Property” means all Company Owned Intellectual Property and all Company Licensed Intellectual Property.

“Company Inbound License” means any Contract pursuant to which any Group Company receives a license to, or is otherwise granted any similar right in (including rights to use, practice or exploit), any Intellectual Property Rights or Technology of a third Person.

“Company Investor Agreements” has the meaning set forth in Section 3.21.

“Company Licensed Intellectual Property” means Intellectual Property Rights or Technology owned by any Person (other than a Group Company) that is licensed to any Group Company (including pursuant to any Company Inbound License) or in which any Group Company has acquired any other similar right.

“Company Management” means the employees of the Company designated as “Company Management” on Section 3.16(a)(ii) of the Company Disclosure Schedules and each of their affiliated entities that provide services to the Company or any of its Subsidiaries.

“Company Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (x) the business, results of operations or financial condition of the Group Companies, taken as a whole, or (y) the ability of the Group Companies to consummate the transactions contemplated by this Agreement before the applicable Termination Date; provided, however, that, solely with respect to clause (x) above, none of the following, alone or in combination, shall be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement from or

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related to (i) general business or economic conditions in or affecting the United States, Israel or any other jurisdiction where any of the Group Companies operate, or changes therein, or the global economy generally, (ii) acts of war, sabotage or terrorism (including cyberterrorism) in the United states, Israel, the United Kingdom, or any other jurisdiction where any of the Group Companies operate, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States, Israel, the United Kingdom, or any other jurisdiction where any of the Group Companies operate, or changes therein, including changes in interest rates and changes in exchange rates, (iv) changes in any applicable Laws, regulatory policies or IFRS or any guidance relating thereto or any official interpretation thereof, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which any Group Company operates, (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of any Group Company with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third-parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.5(b) to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 6.2(a) to the extent it relates to such representations and warranties), (vii) any failure by any Group Company to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (it being understood that the underlying facts giving rise or contributing to such failure or change may be taken into account in determining whether there has been a Company Material Adverse Effect if otherwise contemplated by, and not otherwise excluded from, this definition), (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, explosions, epidemics, pandemics (including COVID-19 or SARS-CoV-2 virus (or any mutation or variation thereof)), acts of God or other natural disasters or comparable events, or any escalation of the foregoing, or (ix) any action taken or not taken at the written request of SPAC; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) may be taken into account in determining whether a Company Material Adverse Effect has occurred or is reasonably likely to occur to the extent (and only to the extent) such change, event, effect or occurrence has a disproportionate adverse effect on the Group Companies, taken as a whole, relative to other participants operating in the industries or markets in which the Group Companies operate.

“Company Non-Party Affiliates” means, collectively, each Company Related Party and each former, current or future Affiliates, Representatives, successors or permitted assigns of any Company Related Party (other than, for the avoidance of doubt, the Company Parties).

“Company Option” means, as of any determination time, each option to purchase Company Ordinary Shares that is outstanding and unexercised, whether granted under a Company Equity Plan or otherwise.

“Company Ordinary Shares” means (a) prior to the Closing, the ordinary shares, par value NIS 0.01 per share, of the Company designated as “Ordinary Shares” pursuant to the Company Pre-Closing Organizational Documents, or (b) following the Closing, the same ordinary shares with no par value of the Company designated as “Ordinary Shares” pursuant to the Post-Closing Company Organizational Documents. Any reference to the Company Ordinary Shares in this Agreement or any Ancillary Document shall be deemed to refer to clause (a) or clause (b) of this definition, as the context so requires.

“Company Outbound License” means any Contract pursuant to which any Group Company licenses to a third Person, or otherwise grants any third Person any similar right in (including rights to use, practice or exploit), any Company Intellectual Property.

“Company Owned Intellectual Property” means all Intellectual Property Rights and Technology that are owned by or purported to be owned by any Group Company and used or held for use by any Group Company in the conduct of the Group Companies’ business.

“Company Parties” means, together, the Company and Merger Sub.

“Company Preferred A Shares” means the Series A Preferred Shares, par value NIS 0.01 per share, of the Company.

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“Company Preferred B Shares” means the Series B Preferred Shares, par value NIS 0.01 per share, of the Company

“Company Preferred C Shares” means the Series C Preferred Shares, par value NIS 0.01 per share, of the Company.

“Company Preferred Share Conversion” has the meaning set forth in Section 2.1(b).

“Company Preferred Shareholder Approval” means the affirmative vote of the holders of a majority of the Company Preferred A Shares, Company Preferred B Shares and Company Preferred C Shares, each voting as a separate class.

“Company Preferred Shareholder Proposal” means the proposal for the adoption of the Company Second A&R Articles of Association substantially in the form attached hereto as Exhibit F.

“Company Preferred Shares” means, collectively, the Company Preferred A Shares, the Company Preferred B Shares, and the Company Preferred C Shares.

“Company Products” means all products and services designed, developed, distributed, marketed, licensed, supplied or otherwise provided by or for any Group Company, including any of the foregoing currently in development, from which any Group Company has derived within the three (3) years preceding the date hereof, is currently deriving or has planned to derive revenue from the sale, license, maintenance or other provision thereof in the conduct of the business of the Group Companies.

“Company Registered Intellectual Property” means all Registered Intellectual Property owned (or co-owned) by any Group Company.

“Company Related Party” has the meaning set forth in Section 3.21.

“Company Related Party Transactions” has the meaning set forth in Section 3.21.

“Company Second A&R Articles of Association” has the meaning set forth in the recitals to this Agreement.

“Company Securities” means, collectively, (i) the Company Ordinary Shares that constitute the Merger Consideration, (ii) the Assumed Warrants and (iii) the Company Ordinary Shares issuable upon exercise of the Assumed Warrants.

“Company Share Value” means $10.00.

“Company Shareholder Approval” means the affirmative vote of the holders of Company Shares holding more than fifty percent (50%) of the then issued and outstanding Company Shares, on an as-converted basis at the Company Shareholder Meeting, approving the Company Shareholder Proposals.

“Company Shareholder Meeting” has the meaning set forth in Section 5.12(b).

“Company Shareholder Consents and Waiver” means (i) CEL Catalyst Communications Ltd. (“Catalyst”) consent to: (a) the adoption and approval of this Agreement and the Transactions (including the withholding of a number of Ordinary Shares to be held in escrow for potential transfer to investors in the PIPE Financing or otherwise); (b) the termination of the Shareholders Agreement and waiver by Catalyst of its rights thereunder, including its registrations rights, (c) the termination of the May 12, 2020 side letter between the Company and waiver by Catalyst of its rights thereunder, (d) the termination of the October 2, 2016 side letter between the Company and Catalyst and waiver by Catalyst of the rights granted to it thereunder, (e) the termination of section 3.2 of the May 12, 2020 Subscription Agreement between the Company and Catalyst, (ii) the waiver by Catalyst of its right of first refusal and right of first offer (preemptive rights) and other rights in connection with this Agreement and the Transactions and (iii) the waiver by Golden Arie High Tech Investments Pte and Glory Ventures Investments Fund II L.P. of its rights of first refusal and right of first offer (preemptive rights) and other rights in connection with this Agreement and the Transactions.

“Company Shareholder Proposals” means the proposals for (i) the adoption and approval of this Agreement and the Transactions (including the withholding of a number of Ordinary Shares to be held in

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escrow for potential transfer to investors in the PIPE Financing or otherwise); (ii) the approval of the effectiveness of the Pre-Closing Recapitalization in connection with the Capital Restructuring, (iii) the cancellation of the Company Ordinary Shares’ par value; (iv) the election of directors to the Company Board, and the approval of directors’ compensation and the entry by the Company into customary indemnification agreements with the directors of the Company, (v) the adoption and approval of a proposal to terminate each Company Investor Agreement requiring consent of the Company Shareholders, (vi) the adoption of the Company Second A&R Articles of Association substantially in the form attached hereto as Exhibit F, (vii) increase of the Company’s authorized share capital as reflected in the Company Second A&R Articles of Association, (viii) the proposal to increase of the number of Company Ordinary Shares reserved for issuance pursuant to the Company’s incentive equity plan(s) or in connection with the Pre-Closing Recapitalization, (ix) the purchase by the Company of a D&O insurance policy, effective as of immediately following the Closing Date, covering the Company’s directors and officers as of immediately following the Closing Date, (x) approval of the compensation policy as required by the Israeli Companies Law and (xi) the appointment of the Company’s auditors, (xii) the termination of the shareholders agreement dated as of May 12, 2020 and waiver of any and all rights thereunder. Clauses (i), (ii), (iii), (v), (vi), (viii) and (xii) above shall also be referred to herein as the “Initial Company Shareholder Proposals” and the remaining clauses shall also be referred to as the “Additional Company Shareholder Proposals”.

“Company Shareholders” means, collectively, the holders of Company Shares as of any determination time prior to the Effective Time.

“Company Shares” means, collectively, the Company Preferred Shares and the Company Ordinary Shares.

“Company Warrants” means, as of any determination time, each warrant (including, but not limited to, Assumed Warrants and PIPE Warrants) to purchase Company Shares that is outstanding and unexercised (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof).

“Confidentiality Agreement” means, that certain Mutual Confidentiality Agreement, dated as of September 20, 2021, by and between the Company and SPAC.

“Consent” means any notice, authorization, qualification, registration, filing, notification, waiver, Order, clearance, consent or approval to be obtained from, filed with or delivered to, a Governmental Entity or other Person.

“Consent to Shareholders Agreement Termination” means the consent to the termination of the Shareholder Agreement by holders of sixty percent (60%) of the aggregate number of Company Shares (on an as-converted basis) held by the Company Shareholders who are party to the Shareholders Agreement.

“Continental” means Continental Stock Transfer & Trust Company.

“Contract” or “Contracts” means any agreement, contract, license, franchise, note, bond, mortgage, indenture, guarantee, lease, obligation, undertaking or other commitment or arrangement (whether oral or written) that is legally binding upon a Person or any of his, her or its properties or assets, including any CBA, and any amendments thereto.

“Copyrights” has the meaning set forth in the definition of Intellectual Property Rights.

“COVID-19” means SARS-CoV-2, coronavirus or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

“COVID-19 Measures” means any (i) quarantine, “shelter in place,” “stay at home,” social distancing, mask wearing, temperature taking, personal declaration, “purple badge standard,” shut down, closure, sequester or any other Law, decree, judgment, injunction or other Order, directive, guidelines or recommendations by any Governmental Entity or industry group in connection with or in response to COVID-19 pandemic, including, the CARES Act, and (ii) any action taken, or omitted to be taken, by any Group Company to the extent such act or omission is reasonably determined by the Company, based on the advice of legal counsel, to be reasonably necessary (x) to comply with any Law, Order, directive,

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pronouncement or guideline issued by a Governmental Entity providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, COVID-19 or (y) to respond to COVID-19, including to maintain and preserve the business organization, assets, properties and business relations of the Group Companies (or with respect to health and safety).

“Current Company Articles” has the meaning set forth in the recitals hereto.

“Creator” has the meaning set forth in Section 3.13(d).

“D&O Persons” has the meaning set forth in Section 5.13(a).

“Debt Financing” has the meaning set forth in the Recitals.

“Dissenting SPAC Shares” means SPAC Shares that are (i) issued and outstanding immediately prior to the Effective Time and (ii) held by a SPAC Shareholder who has validly exercised their Cayman Dissent Rights (and not waived, withdrawn, forfeited, failed to perfect or otherwise lost such rights).

“Dissenting SPAC Shareholders” means holders of Dissenting SPAC Shares.

“Earth Station” means telemetry, tracking and control and transmitting and/or receiving earth station facilities, in each case that is either owned or leased for use by the Group Company.

“Effective Time” has the meaning set forth in Section 2.2(a).

“Eligible SPAC Shares” has the meaning set forth in Section 2.3(a).

“Employee Benefit Plan” means each “employee benefit plan” ​(as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA), each severance, gratuity, termination indemnity, incentive, commissions or bonus, retention, change in control, deferred compensation, profit sharing, retirement, relocation, welfare, post-employment welfare, vacation, sick leave, or paid-time-off, stock purchase, stock option or equity incentive plan, program, policy, Contract, or arrangement (whether formal or informal) and each other stock purchase, stock option or other equity or equity-based, termination, severance, transition, employment, individual consulting, retention, transaction, change-in-control, fringe benefit, pension (including pension funds, managers’ insurance and/or similar funds, and education fund (“keren hishtalmut”)), bonus, incentive, deferred compensation, employee loan or other compensation or benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, that any Group Company maintains, sponsors, contributes to or is required to contribute to, or under or with respect to which any Group Company has any Liability or with respect to which any Group Company has or could reasonably be expected to have any Liability, other than any plan required by applicable Law that is sponsored or maintained by a Governmental Entity.

“Environmental Laws” means all Laws, Orders or binding policy concerning pollution, protection of the environment, natural resources, or human health or safety (to the extent relating to exposure to Hazardous Substances).

“Environmental Permit” means any approval, permit, registration, certification, license, clearance or consent required to be obtained from any Person or any Governmental Entity under any Environmental Law.

“Equity Line of Credit” has the meaning set forth in the recitals to this Agreement.

“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“Equity Value” means $500,000,000.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Evaluation Material” means certain confidential and proprietary information in the possession of SPAC of third parties received in connection with the SPAC’s evaluation of alternative business combinations,

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including but not limited to, information concerning the business, financial condition, operations, assets and liabilities, trade secrets, know-how, technology, customers, business plans, intellectual property, promotional and marketing efforts, the existence and progress of financings, mergers, sales of assets, take-overs or tender offers of third parties, including SPAC’s and its Representatives’ internal notes and analysis concerning such information.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agent” has the meaning set forth in Section 2.6(a).

“Exchange Agent Agreement” has the meaning set forth in Section 2.6(a).

“Exchange Ratio” means (a) the Adjusted Equity Value Per Share, divided by (b) the Company Share Value, which number shall be calculated and determined by the Company in accordance with Section 2.1(a).

“Excluded SPAC Shares” has the meaning set forth in Section 2.3(c).

“External Director” has the meaning set forth in the Israeli Companies Law.

“Federal Securities Laws” means the Exchange Act, the Securities Act and the other U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise.

“Financial Statements” has the meaning set forth in Section 3.4(a).

“First Price Adjustment Achievement Date” has the meaning set forth in Section 2.10(b).

“Foreign Benefit Plan” means each Employee Benefit Plan maintained by any of the Group Companies for its current or former employees, officers, directors, owners or other individual service providers located outside of the United States.

“Fraud” means actual and intentional common law fraud under Delaware law with respect to the express representations and warranties set forth in this Agreement and the Ancillary Documents against the Person committing such fraud.

“Fully Diluted Company Capitalization” means, without duplication, the sum of (a) the aggregate number of Company Shares outstanding as of immediately prior to the consummation of the Pre-Closing Recapitalization (and after, for the avoidance of doubt, giving effect to the Company Preferred Share Conversion, but excluding any Company Shares held by the Company in treasury), (b) the aggregate number of Company Ordinary Shares subject to Vested Company Options as of immediately prior to the consummation of the Pre-Closing Recapitalization, and (c) the aggregate number of Company Ordinary Shares issuable upon exercise of the Company Warrants as of immediately prior to the consummation of the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof). For the avoidance of doubt, the Fully Diluted Company Capitalization shall not include any Company Ordinary Shares or other capital stock of the Company issued or issuable in connection with the PIPE Financing, the Debt Financing, the Backstop Facility, the Equity Line of Credit or any Permitted Interim Financing.

“GAAP” means United States generally accepted accounting principles.

“Governing Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Governing Documents” of a U.S. corporation are its certificate or articles of incorporation and by-laws, the “Governing Documents” of a U.S. limited partnership are its limited partnership agreement and certificate of limited partnership, the “Governing Documents” of a U.S. limited liability company are its operating or limited liability company agreement and certificate of formation, the “Governing Documents” of an Israeli or English company are its incorporation certificate and articles of association, and the “Governing Documents” of a Cayman Islands exempted company are its memorandum and articles of association.

“Governmental Entity” means any United States, Israeli, Cayman Islands, United Kingdom or other foreign or international (a) federal, state, local, municipal or other government, (b) governmental, inter-governmental or quasi-governmental entity of any nature (including any governmental agency, branch,

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department, official, or entity, including, inter alia, the European Space Agency and any court or other tribunal), (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitrator or arbitral tribunal (public or private) or (d) the Israel Innovation Authority (previously known as the Office of the Chief Scientist at the Israeli Ministry of Economy) or any other body operating under the Israeli Ministry of the Economy or the Israeli Ministry of Finance.

“Governmental Grant” means any grant, incentive, subsidy, award, loan, participation, exemption, status, cost sharing arrangement, reimbursement arrangement or other benefit, relief or privilege provided or made available by or on behalf of or under the authority of the Israel Innovation Authority, the Investment Center of the Israeli Ministry of Economy and Industry, the ITA (solely with respect to “benefit” or “approved” enterprise status or similar programs), the State of Israel, and any other bi- or multi-national grant program, framework or foundation (including the BIRD foundation and the European Space Agency) for research and development, the European Union, the United Kingdom, the Fund for Encouragement of Marketing Activities of the Israeli Government or any other Governmental Entity.

“Group Company” and “Group Companies” means, collectively, the Company and its Subsidiaries (other than Merger Sub), which shall include the Surviving Company and its Subsidiaries from the Effective Time.

“Group Employees” means any current employee of any Group Company, including any director or officer of any Group Company.

“Hazardous Substance” means any hazardous, toxic, explosive or radioactive material, substance, waste or other pollutant that is regulated by, or may give rise to Liability pursuant to, any Environmental Law, or has been defined, designated, regulated or listed by any Governmental Entity as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” or words of similar import under any Environmental Law, and any material mixture or solution that contains Hazardous Substance, including any petroleum products or byproducts, asbestos, lead, polychlorinated biphenyls, per- and poly-fluoroalkyl substances, or radon, in each case, to the extent regulated by any Environmental Law.

“IFRS” shall mean the International Financial Reporting Standards.

“Indebtedness” means, as of any time, without duplication, with respect to any Person, the outstanding principal amount of, accrued and unpaid interest on, fees, expenses and other payment obligations (including any prepayment penalties, premiums, costs, breakage, termination fees or other amounts payable upon the discharge thereof) arising under or in respect of (a) indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money, (b) other obligations evidenced by any note, bond, debenture or other debt security, (c) obligations for the deferred and unpaid purchase price of property, assets or services, including “earn-outs” and “seller notes” ​(but excluding any amounts payable under purchase orders made in the ordinary course of business, including any trade payables), (d) reimbursement and other obligations with respect to letters of credit, bank guarantees, bankers’ acceptances or other similar instruments, in each case, solely to the extent drawn, (e) leases (other than operating leases) required to be capitalized under GAAP, (f) derivative, hedging, swap, cap, collar, foreign exchange or similar arrangements, including all obligations or unrealized Losses of the Group Companies pursuant to hedging or foreign exchange arrangements, or (g) any of the obligations of any other Person of the type referred to in clauses (a) through (f) above guaranteed by such Person or secured by any assets of such Person, whether or not such Indebtedness has been assumed by such Person. For the avoidance of doubt, Indebtedness shall not include trade payables (including accrued expenses and outstanding purchase orders to the Company’s vendors), Company Expenses or SPAC Expenses, if any.

“Insider Letter Agreement” means that certain Letter Agreement, dated September 14, 2021, by and among SPAC, the Sponsor and SPAC’s officers and directors.

“Insurance Policies” shall mean all material policies of insurance coverage including, but not limited to, property, fire, general liability, product liability, directors and officers liability, employment practices liability, fiduciary liability, cyber liability, professional liability, commercial auto, workers compensation, health and product recall, with respect to any Group Company’s assets, business, equipment, properties, operations,

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employees, officers and directors, or that are otherwise maintained by a Group Company or under which a Group Company is a named insured or otherwise the beneficiary of coverage.

“Intellectual Property Rights” means any and all intellectual property and proprietary rights and related priority rights (whether statutory, common law or otherwise) protected, created or arising under the laws of the United States, the State of Israel, or any other jurisdiction or under any international convention anywhere in the world, including all such rights arising from, related to or associated with: (a) patents and patent applications, industrial designs and design patent rights, including any continuations, divisionals, continuations-in-part and provisional applications and statutory invention registrations, and any patents issuing on any of the foregoing and any reissues, reexaminations, substitutes, supplementary protection certificates, extensions of any of the foregoing (collectively, “Patents”); (b) trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing (collectively, “Marks”); (c) Internet domain names, (d) copyrights and works of authorship, database and design rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions of any of the foregoing (collectively, “Copyrights”); (e) all rights in mask works, mask work registrations and applications therefor, and any equivalent or similar rights in semiconductor masks, layouts, architectures or topology, (f) intellectual property rights in or to semiconductor or other Technology; and (g) any rights equivalent or similar to any of the foregoing.

“Intended Tax Treatment” has the meaning set forth in Section 5.5(b).

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” has the meaning set forth in Section 8.18.

“IRS” means the United States Internal Revenue Service.

“Israeli Companies Law” means the Israeli Companies Law, 5759-1999, as amended.

“IT Assets” means any and all computers, Software, hardware, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines databases, and all other information technology equipment, in each case, owned, leased, or licensed or otherwise under the control of any Group Company and used or held for use in the conduct of the business of any Group Company.

“ITA” means the Israeli Tax Authority.

“ITA’s Guidelines” means any tax circular, tax ruling, reportable position and any other instructions provided by the ITA, which apply to Section 102 of the Ordinance and/or Section 3(i) of the Ordinance and/or Company Options and/or Company Incentive Equity Plan.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Key Employees” means the individuals listed in Annex A.

“Latest Balance Sheet” has the meaning set forth in Section 3.4(a).

“Law” means any federal, state, local, foreign, national or supranational statute, law (including common law), act, statute, ordinance, treaty, rule, code, regulation, order (including extension order), judgment, injunction, ruling, award, decree, writ or other binding directive or guidance issued, promulgated or enforced by a Governmental Entity having jurisdiction over a given matter. Unless explicitly stated herein, “Law” does not include COVID-19 Measures.

“Leased Real Property” has the meaning set forth in Section 3.20(b).

“Liability” or “liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Proceeding or Order and those arising under any Contract, agreement, arrangement, commitment or undertaking.

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“Lien” means any mortgage, pledge, security interest, encumbrance, lien, license or sub-license, charge, or other similar encumbrance or interest (including, in the case of any Equity Securities, any voting, transfer or similar restrictions).

“Malicious Code” means any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” ​(as such terms are commonly understood in the software industry) or other Software that is designed or intended to (a) materially disrupt or adversely affect the operation or functionality of any Software or IT Assets or (b) enable or assist any Person to access or use without authorization any Software or IT Assets.

“Marks” has the meaning set forth in the definition of Intellectual Property Rights.

“Material Contracts” has the meaning set forth in Section 3.7(a).

“Material Permits” has the meaning set forth in Section 3.6.

“Merger” has the meaning set forth in the recitals to this Agreement.

“Merger Consideration” has the meaning set forth in Section 2.3(a).

“Merger Sub” has the meaning set forth in the introductory paragraph to this Agreement.

“Merger Sub Shareholder Approval” has the meaning set forth in the recitals to this Agreement.

“Merger Sub Shares” means each ordinary share, par value $1.00 per share, of Merger Sub.

“Multiemployer Plan” has the meaning set forth in Section (3)37 or Section 4001(a)(3) of ERISA.

“NASDAQ” means the Nasdaq Capital Market stock exchange, any successor thereto, or any other national stock exchange.

“Non-Party Affiliate” has the meaning set forth in Section 8.13.

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Off-the-Shelf Software” means any shrink-wrap or click-wrap Software or any other Software that is made generally available to the public on a commercial basis and is licensed in object code form only to any of the Group Companies on a non-exclusive basis.

“Offer” has the meaning set forth in the recitals to this Agreement.

“Order” means any writ, order, extension order, judgment, injunction, decision, determination, award, ruling, verdict or decree entered, issued or rendered by any Governmental Entity.

“Ordinance” means the Israeli Income Tax Ordinance (New Version), 5721-1961, as amended, and the rules and regulations promulgated thereunder.

“ordinary course of business”, “normal course of business” and other similar phrases when referring to a Group Company means actions taken by a Group Company that are consistent with the past usual day-to-day customs and practices of such Group Company in the ordinary course of operations of the business (taking into account COVID-19 Measures).

“Owned Real Property” means all land, together with all buildings, structures, fixtures, and improvements located thereon and all easements, rights of way, and appurtenances relating thereto, owned or purported to be owned by the Company or any of its Subsidiaries.

“Parties” has the meaning set forth in the introductory paragraph to this Agreement.

“Patents” has the meaning set forth in the definition of Intellectual Property Rights.

“Payor” has the meaning set forth in Section 2.7(a).

“PCAOB” means the Public Company Accounting Oversight Board.

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“Permits” means any approvals, authorizations, clearances, licenses, registrations, permits or certificates of a Governmental Entity.

“Permitted Interim Financing” has the meaning set forth in Section 5.1(b)(v).

“Permitted Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens arising or incurred in the ordinary course of business for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with IFRS (with respect to the Company) or GAAP (with respect to SPAC), (b) Liens for Taxes, assessments or other governmental charges not yet due and payable as of the Closing Date or which are being contested in good faith by appropriate proceedings and for which sufficient reserves have been established in accordance with IFRS (with respect to the Company) or GAAP (with respect to SPAC), (c) encumbrances and restrictions on real property (including easements, covenants, conditions, rights of way and similar restrictions) that do not or would not prohibit or materially interfere with any of the Group Companies’ use or occupancy of such real property, (d) zoning, building codes and other land use Laws regulating the use or occupancy of real property or the activities conducted thereon that are imposed by any Governmental Entity having jurisdiction over such real property and which are not violated by the use or occupancy of such real property or the operation of the businesses of the Group Company and do not prohibit or materially interfere with any of the Group Companies’ use or occupancy of such real property, (e) cash deposits or cash pledges to secure the payment of workers’ compensation, unemployment insurance, social security benefits or obligations arising under similar Laws or to secure the performance of public or statutory obligations, surety or appeal bonds, and other obligations of a like nature, in each case in the ordinary course of business and which are not yet due and payable, and (f) non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business.

“Person” means an individual, partnership (general, limited, exempted limited or limited liability), corporation, company, limited liability company, joint stock company, incorporated or unincorporated organization or association, trust, joint venture or other similar entity, whether or not a legal entity, or Governmental Entity.

“Personal Information” means, to the extent regulated by Privacy Laws, “personal data”, “personal information”, “personally identifiable information” ​(or similar term), “PII” or all information that identifies or could be used to directly or indirectly identify an individual person.

“PIPE Financing” has the meaning set forth in the recitals to this Agreement.

“PIPE Warrant Agreement” has the meaning set forth in the recitals to this Agreement.

“PIPE Warrants” means warrants to purchase Company Ordinary Shares, on the terms set forth in the PIPE Warrant Agreement, which shall be in the form attached hereto as Exhibit G.

“Plan of Merger” has the meaning set forth in Section 2.2(a).

“Pre-Closing Recapitalization” has the meaning set forth in Section 2.1(c).

“Price Adjustment Achievement Date” means each of the First Price Adjustment Achievement Date, Second Price Adjustment Achievement Date, and Third Price Adjustment Achievement Date.

“Price Adjustment Participants” means those Persons listed on Schedule B.

“Price Adjustment Pro Rata Portion” has the meaning specified in Schedule B.

“Price Adjustment Series Amount” means a number equal to one-third (1/3) of twenty-seven million five hundred thousand (27,500,000) Company Ordinary Shares.

“Price Adjustment Shares” means (i) with respect to Price Adjustment Participants who are tax residents of the State of Israel and who are not tax residents of the United States as of any Price Adjustment Date, Company Ordinary Shares issued at the par value of such Ordinary Shares, and (ii) with respect to Price Adjustment Participants who are tax residents of the United States and the Sponsor, restricted Company Ordinary Shares.

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“Privacy Laws” means (a) applicable laws relating to the Processing of Personal Information, including, to the extent applicable, the California Consumer Privacy Act, the Israeli Protection of Privacy Law, 5741-1981, the General Data Protection Regulation (EU) 2016/679 and any laws implementing that Regulation, the UK Data Protection Act 2018, the UK General Data Protection Regulation as defined by the UK Data Protection Act 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 on privacy and electronic communications, the Privacy and Electronic Communications (EC Directive) Regulations 2003, the CAN-SPAM Act, and any applicable international laws, rules or regulations requiring a person or Governmental Entity to be notified of any situation where there is, or reason to believe there has been, a loss, misuse, or unauthorized access, disclosure or acquisition of Personal Information; and (b) industry standards relating to the Processing of Personal Information applicable to the Group Companies’ businesses.

“Proceeding” means any lawsuit, litigation, action, audit, investigation, inquiry, examination, claim, complaint, charge, grievance, legal proceeding, administrative enforcement proceeding, suit or arbitration (in each case, whether civil, criminal or administrative and whether public or private) pending by or before any Governmental Entity (other than office actions and similar proceedings in connection with the prosecution of applications for registration or issuance of Intellectual Property Rights).

“Processed”, “Processes”, or “Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, including but not limited to: collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

“Proxy Statement” has the meaning set forth in Section 5.7.

“Public Shareholders” has the meaning set forth in Section 8.18.

“Public Software” means any Software that (a) is distributed pursuant to any license that is approved by the Open Source Initiative and listed at http://www.opensource.org/licenses, including the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL); or (b) contains, includes, or incorporates any Software that is distributed as free Software or open source Software or similar licensing or distribution models, in each case of (a) or (b), whether or not source code is available or included in such license, and including under any terms or conditions that impose any requirement that any other Software using, linked with, incorporating, distributed with or derived from such Software (i) be made available or distributed in source code form; (ii) be licensed for purposes of making derivative works; or (iii) be redistributable at no, or a nominal, charge.

“Real Property Leases” means all leases, sub-leases, licenses or other agreements, in each case, pursuant to which any Group Company leases, sub-leases or otherwise occupies any real property.

“Redeeming SPAC Share” means each SPAC Class A Share in respect of which the applicable holder thereof has validly exercised his, her or its SPAC Shareholder Redemption Right (and not waived, withdrawn or otherwise lost such rights).

“Registered Intellectual Property” means all Intellectual Property Rights which are registered, issued, or subject to a pending application for registration or issuance, in each case with or by a Governmental Entity, including all issued Patents, pending Patent applications, registered Marks, pending applications for registration of Marks, registered Copyrights, pending Copyright applications, Internet domain name registrations and mask work registrations and applications therefor.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of September 14, 2021, by and between SPAC, the Sponsor and the investors party thereto.

“Registration Statement / Proxy Statement” has the meaning set forth in Section 5.7.

“Released Claims” has the meaning set forth in Section 8.18.

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“Reorganization Covenants” has the meaning set forth in Section 5.5(c).

“Representatives” means with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, managers, officers, employees, accountants, consultants, advisors, attorneys, agents and other representatives.

“Requisite Majority” means the votes required to obtain the Company Shareholder Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination.

“Sanctions and Export Control Laws” means any applicable Law related to (a) import and export controls, including the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774, and the Export Controls Act of 2018, 22 U.S.C. 2751 et seq., the Israeli Control of Products and Services Order (Engagement in Encryption), 5735-1974, the Israeli Defense Export Control Order (Combat Equipment), 5768-2008, the Israeli Defense Export Control Law, 5767-2007, and Israeli Ministry of Economy List of Source Items and Dual Use Items, and all other export control laws administered by the Israeli Ministry of Defense, including the Israeli Trading With the Enemy Ordinance, 1939, (b) economic or financial sanctions imposed, administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, Her Majesty’s Treasury of the United Kingdom, or the State of Israel, or (c) anti-boycott measures.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“Schedules” means, collectively, the Company Disclosure Schedules and the SPAC Disclosure Schedules.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Price Adjustment Achievement Date” has the meaning set forth Section 2.10(c).

“Secretary of State” means the UK Secretary of State for Business, Energy and Industrial Strategy.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Laws” means Federal Securities Laws, the Israeli Securities Law, 5728-1968, and other applicable foreign and domestic securities or similar Laws.

“Shareholder Agreement” means that certain Shareholders’ Agreement, dated as of May 12, 2020, by and among the Company and the investors party thereto.

“Signing Filing” has the meaning set forth in Section 5.4(b).

“Signing Press Release” has the meaning set forth in Section 5.4(b).

“Software” shall mean any and all (a) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (b) testing, validation, verification and quality assurance materials to the extent relating to any of the foregoing; (c) descriptions, schematics, flowcharts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; (d) all documentation, including user manuals and other training documentation, to the extent relating to any of the foregoing; and (e) performance metrics, sightings, bug and feature lists, build, release and change control manifests recorded in permanent form, to the extent relating to any of the foregoing.

“SPAC Acquisition Proposal” means (a) any transaction or series of related transactions under which SPAC or any of its controlled Affiliates, directly or indirectly, (i) acquires or otherwise purchases, or is acquired by or otherwise purchased by, any other Person(s), (ii) engages in a business combination with any other Person(s) or (iii) acquires or otherwise purchases all or a material portion of the assets or businesses of any other Persons(s) (in the case of each of clause (i), (ii) and (iii), whether by merger, consolidation, recapitalization, purchase or issuance of Equity Securities, tender offer or otherwise) or (b) any equity, debt or similar investment in SPAC or any of its controlled Affiliates. Notwithstanding the foregoing or

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anything to the contrary herein, (i) none of this Agreement, the Ancillary Documents nor the Transactions shall constitute a SPAC Acquisition Proposal and (ii) SPAC Working Capital Loans shall not constitute a SPAC Acquisition Proposal.

“SPAC Benefit Plans” has the meaning set forth in Section 4.19.

“SPAC Board” has the meaning set forth in the recitals to this Agreement.

“SPAC Board Recommendation” has the meaning set forth in Section 5.8.

“SPAC Change in Recommendation” has the meaning set forth in Section 5.8(c).

“SPAC Class A Share” means each Class A ordinary share, par value $0.0001 per share, of SPAC.

“SPAC Class B Share” means each Class B ordinary share, par value $0.0001 per share, of SPAC.

“SPAC Disclosure Schedules” means the disclosure schedules to this Agreement delivered to the Company by SPAC on the date of this Agreement.

“SPAC Expenses” means, as of any determination time, the aggregate amount of fees, expense, commissions or other amounts incurred by or on behalf of, or otherwise payable by, whether or not due, SPAC in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service providers of SPAC, (b) any other fees, expenses, commissions or other amounts that are expressly allocated to SPAC pursuant to this Agreement or any Ancillary Document, including fifty percent (50%) of all fees for registering the Company Securities on the Registration Statement / Proxy Statement, fifty percent (50%) of all fees for the application for listing the Company Securities on NASDAQ, fifty percent (50%) of all filing fees (if any) for any filings pursuant to any applicable Antitrust Laws (or any applicable investment laws or laws that provide for review of national security or defense matters) and fifty percent (50%) of all Transfer Taxes, (c) the cost of the Tail Policy (but only to the extent exceeding $3,800,000), (d) any SPAC Working Capital Loans and (e) any deferred underwriting commissions. Notwithstanding the foregoing or anything to the contrary herein, SPAC Expenses shall not include any Company Expenses or the SPAC Shareholder Redemption Amount.

“SPAC Financial Statements” means all of the financial statements of SPAC included in the SPAC SEC Reports.

“SPAC Fundamental Representations” means the representations and warranties set forth in Section 4.1 (Organization and Qualification), Section 4.2 (Authority), Section 4.4 (Brokers), Section 4.6 (Capitalization of SPAC) and Section 4.18 (Absence of Changes).

“SPAC Liabilities” means, as of any determination time, the aggregate amount of Liabilities of SPAC that would be accrued on a balance sheet in accordance with GAAP, whether or not such Liabilities are due and payable as of such time (excluding any SPAC Expenses), which shall include any deferred underwriting commissions.

“SPAC Memorandum and Articles of Association” means SPAC’s Amended and Restated Memorandum and Articles of Association adopted by special resolution on September 14, 2021.

“SPAC Non-Party Affiliates” means, collectively, each SPAC Related Party and each of the former, current or future Affiliates, Representatives, successors or permitted assigns of any SPAC Related Party (other than, for the avoidance of doubt, SPAC).

“SPAC Prospectus” has the meaning set forth in Section 8.18.

“SPAC Private Warrant” means a warrant to purchase one (1) SPAC Class A Share at an exercise price of eleven Dollars fifty cents ($11.50) originally issued to the Sponsor.

“SPAC Public Warrant” means a warrant to purchase one (1) SPAC Class A Share at an exercise price of eleven Dollars fifty cents ($11.50) that was included in the SPAC Units.

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“SPAC Related Party” has the meaning set forth in Section 4.10.

“SPAC Related Party Transactions” has the meaning set forth in Section 4.10.

“SPAC SEC Reports” has the meaning set forth in Section 4.7.

“SPAC Share” means each SPAC Class A Share and each SPAC Class B Share.

“SPAC Shareholder Approval” means approval of the SPAC Transaction Proposals (other than with respect to clause (v) of the definition thereof for purposes of Section 6.1(d)) by the affirmative vote of the holders of the requisite number of SPAC Shares entitled to vote thereon, whether in person or by proxy, at the SPAC Shareholders Meeting (or any adjournment thereof), in accordance with the SPAC Memorandum and Articles of Association and applicable Law.

“SPAC Share Redemption Amount” means the aggregate amount payable with respect to the exercise of SPAC Shareholder Redemption Rights.

“SPAC Shareholder Redemption Right” means the right of the holders of SPAC Class A Shares to redeem all or a portion of their SPAC Class A Shares (in connection with the transactions contemplated by this Agreement or otherwise) as set forth in the SPAC Memorandum and Articles of Association.

“SPAC Shareholders” means, collectively, holders of SPAC Shares.

“SPAC Shareholders Meeting” has the meaning set forth in Section 5.8(a).

“SPAC Transaction Proposals” means (i) the approval and authorization of this Agreement and the Transactions as a Business Combination, (ii) the approval and authorization of the Merger and the Plan of Merger, (iii) the adoption and approval of each other proposal that either the SEC or NASDAQ (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto, (iv) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions, and (v) the adoption and approval of a proposal for the adjournment of the SPAC Shareholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals or in order to seek withdrawals from SPAC Shareholders exercising their SPAC Shareholder Redemption Right if a number of SPAC Class A Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 6.3(c) will not be satisfied.

“SPAC Unit” means, collectively, the units sold to the public by SPAC as part of SPAC’s initial public offering (whether purchased in such offering or thereafter in the public market) consisting of (a) one (1) SPAC Class A Share and (b) one-half (1/2) of one (1) SPAC Public Warrant.

“SPAC Warrants” means, collectively, the SPAC Public Warrants and the SPAC Private Warrants.

“SPAC Working Capital Loans” means any loan made to SPAC by any of Sponsor, an Affiliate of Sponsor, or any of SPAC’s officers or directors, and which may be evidenced by a promissory note, for the purpose of meeting the working capital needs of SPAC.

“Sponsor” means Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company.

“Sponsor Letter Agreement” has the meaning set forth in the recitals to this Agreement.

“Standard Inbound License” means (a) licenses for Off-the-Shelf Software, (b) licenses for Public Software, (c) licenses contained in the applicable standard forms of contract entered into by the Group Companies with its employees and individual contractors, and (d) incidental trademark and feedback licenses granted to a Group Company in the ordinary course of business.

“Standard Outbound License” means (a) non-exclusive licenses under Company Intellectual Property granted to customers of the Group Companies that purchase Company Products and pursuant to a Contract that (i) does not materially differ from the Group Companies’ form therefor that has been made available to SPAC or (ii) otherwise contains a non-exclusive license and other terms substantially similar in all material

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respects to that contained in the Group Companies’ form; (b) incidental trademark and feedback licenses granted by a Group Company in the ordinary course of business; and (c) non-exclusive licenses granted by the Group Companies to the Group Companies’ service providers for the sole purpose of providing services to the Group Companies.

“Subscribers” has the meaning set forth in the recitals to this Agreement.

“Subscription Agreements” has the meaning set forth in the recitals to this Agreement.

“Subsidiary” means, with respect to any Person, any corporation, company, limited liability company, partnership or other legal entity of which (a) if a corporation or company, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (b) if a limited liability company, partnership, association or other business entity (other than a corporation or company), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation or company) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation or company). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary. As used herein, in the case of the Group Companies, Subsidiary shall also be deemed to include Jet-Talk Limited, a private company registered in England and Wales.

“Supporting Company Shareholders” has the meaning set forth in the recitals to this Agreement.

“Surviving Company” has the meaning set forth in Section 2.2(b).

“Tax” means any federal, state, local or non-United States income, gross receipts, franchise, estimated, alternative minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, national health insurance, unemployment, payroll, wage, employment, severance, occupation, registration, environmental, communication, mortgage, profits, license, lease, service, goods and services, land betterment tax, purchase tax, capital, withholding, premium, turnover, windfall profits or other taxes of any kind whatever, whether computed on a separate or combined, unitary or consolidated basis or in any other manner, together with any interest, deficiencies, penalties, additions to tax, or additional amounts imposed by any Governmental Entity with respect thereto, whether as a primary obligor or as a result of being a transferee or successor of another Person or a member of an affiliated, consolidated, unitary, combined or other group.

“Tax Authority” means any Governmental Entity responsible for the collection or administration of Taxes or Tax Returns.

“Tax Return” means returns, information returns, statements, declarations, claims for refund, schedules, attachments, estimates, forms, elections, notices, certificates and reports relating to determination, assessment, collection, or payment of any Taxes filed or required to be filed with any Governmental Entity, including any schedule or attachment thereto and including any amendments thereof.

“Technology” means any and all (a) technology, formulae, processes, methods, know-how, inventions, methodologies, ideas, creations, improvements and invention disclosures (whether patentable or unpatentable and whether or not reduced to practice), (b) specifications, designs, schematics, development tools and mask works, (c) Software, websites, user interfaces, content, images, graphics, text, photographs, artwork, audiovisual works, sound recordings, graphs, drawings, reports, analyses, writings, (d) databases, technical data, customer lists, supplier lists, trade secrets and other confidential and proprietary information (collectively, “Proprietary Information”), and (e) tangible embodiments of any of the foregoing, in any form or media whether or not specifically listed herein.

“Termination Date” has the meaning set forth in Section 7.1(d).

“Third Price Adjustment Achievement Date” has the meaning set forth in Section 2.10(d).

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“Trading Day” means any day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Company Ordinary Shares generally occurs on the NASDAQ or, if the Company Ordinary Shares are not then listed on the NASDAQ, on the principal other market on which the Company Ordinary Shares are then traded, or if the Company Ordinary Shares are not so listed or traded, then “Trading Day” means a Business Day.

“Transactions” has the meaning set forth in the recitals to this Agreement.

“Transaction Litigation” has the meaning set forth in Section 5.2(c).

“Transaction Support Agreements” has the meaning set forth in the recitals to this Agreement.

“Transfer Taxes” has the meaning set forth in Section 5.5(a).

“Trust Account” has the meaning set forth in Section 8.18.

“Trust Agreement” has the meaning set forth in Section 4.8(a).

“Trustee” has the meaning set forth in Section 4.8(a).

“Unpaid Company Expenses” means the Company Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid SPAC Expenses” means the SPAC Expenses that are unpaid as of immediately prior to the Closing.

“Unpaid SPAC Liabilities” means the SPAC Liabilities as of immediately prior to the Closing.

“Valid Certificate” means, in respect of a Payor, a valid certificate or ruling issued by the ITA in form and substance reasonably acceptable to the Company and the Exchange Agent: (a) exempting such Payor from the duty to withhold Israeli Taxes with respect to the applicable payment, (b) determining the applicable rate of Israeli Taxes to be withheld from the applicable payment or (c) providing any other instructions. For the avoidance of doubt, the WHT Ruling shall be deemed a Valid Certificate.

“VAT” has the meaning set forth in Section 3.18(f).

“Vested Company Options” means any Company Option (or portion thereof) that has become vested or is expected to vest on or prior to the Effective Time in accordance with the terms of the Company Equity Plan and such Company Option (after taking into consideration any accelerated vesting that may occur in connection with the Closing, if any).

“VWAP” means, for any Trading Day, the per share volume weighted average price of the Company Ordinary Shares as displayed under the heading “Bloomberg VWAP” on the applicable Bloomberg page (or, if such page is not available, its equivalent successor pate) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or, if such volume weighted average price is unavailable, the market value of one share of the Company Ordinary Shares on such Trading Day, determined, using a volume weighted average price method, by a nationally recognized independent investment banking firm selected by the Issuer). The VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the NASDAQ, or, if the Company Ordinary Shares are not then listed on the NASDAQ, the principal other market on which the Company Ordinary Shares are then traded, to open for trading during its regular trading session on such date or (B) the occurrence or existence, for more than a one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Company Ordinary Shares or in any options contracts or future contracts relating to the Company Ordinary Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“WARN Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Law, including the UK Trade Union and Labour Relations (Consolidation) Act 1992.

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“Warrant Agreement” means the Warrant Agreement, dated as of September 14, 2021, by and between SPAC and Continental.

“Warrant Assumption Agreement” has the meaning set forth in the recitals to this Agreement.

“WHT Ruling” has the meaning set forth in Section 2.7(e).

“Willful Breach” means a material breach that is a consequence of an act undertaken or a failure to act by the breaching party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement.

ARTICLE II.
MERGER

Section 2.1   Pre-Closing Transactions.

(a)   Exchange Ratio.   No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to SPAC its good faith estimate of the Exchange Ratio calculated in accordance with the terms of this Agreement. The Company shall consider in good faith SPAC’s comments thereto (or to any component thereof), it being understood that SPAC’s approval of the Exchange Ratio will not be a condition to SPAC’s obligations to consummate the transactions contemplated hereunder and the Company shall have no obligation to revise the Exchange Ratio to reflect any comments provided by SPAC. The Exchange Ratio shall be adjusted to reflect appropriately the effect of any share split, split-up, reverse share split, recapitalization, share dividend or share distribution (including any dividend or distribution of securities convertible into Company Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change (in each case, other than the Capital Restructuring) with respect to Company Ordinary Shares occurring on or after the date hereof and prior to the Closing.

(b)   Company Preferred Share Conversion.   Each Company Preferred Share issued and outstanding at the end of the date immediately prior to the Closing Date shall be converted into and become one (1) Company Ordinary Share effective as of the end of such date immediately prior to the Closing Date (the “Company Preferred Share Conversion”). Each certificate previously evidencing Company Preferred Shares shall be exchanged for a certificate (if requested) representing the same number of Company Ordinary Shares upon the surrender of such certificate. Each certificate formerly representing Company Preferred Shares shall thereafter represent only the right to receive the same number of Company Ordinary Shares upon the surrender of such certificate.

(c)   Pre-Closing Recapitalization.

(i)   Immediately following the Company Preferred Share Conversion but prior to the Effective Time, each Company Ordinary Share that is issued and outstanding immediately prior to the Effective Time shall, subject to Section 2.1(c)(ii), be converted, by a stock split, stock issuance or share consolidation of each Company Ordinary Share issued and outstanding, into a number of Company Ordinary Shares determined by multiplying each such Company Ordinary Share by the Exchange Ratio (the “Pre-Closing Recapitalization” and, together with the Company Preferred Share Conversion, the “Capital Restructuring”); provided, that no fraction of a Company Ordinary Share will be issued by virtue of the Pre-Closing Recapitalization, and each Company Shareholder that would otherwise be so entitled to a fraction of a Company Ordinary Share (after aggregating all fractional Company Ordinary Shares that otherwise would be received by such Company Shareholder) shall instead be entitled to receive such number of Company Ordinary Shares to which such Company Shareholder would otherwise be entitled, rounded to the nearest whole Company Ordinary Share.

(ii)   In connection with the issuance of Company Ordinary Shares contemplated by Section 2.1(c)(i) to the Company Shareholders, the Company shall, on behalf of each Company Shareholder in accordance with Section 2 of the Subscription Agreement, withhold and deliver to Continental as Escrow Agent (as defined therein) 1,175,192 Company Ordinary Shares otherwise issuable to the Company Shareholders on a pro rata basis, which shall be held in escrow for the duration of the Measurement Period (as defined therein) and disbursed in accordance with the Subscription Agreement and the Escrow Agreement (as defined therein).

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(d)   Company Options.   Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, all of the Company Options, whether vested or unvested, outstanding and unexercised immediately prior to the Effective Time, automatically and without any action on the part of any holder of such Company Options or beneficiary thereof, will be adjusted by multiplying the number of Company Ordinary Shares subject to such Company Option immediately prior to the Effective Time by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, at a per share exercise price determined by dividing the per share exercise price of such Company Option immediately prior to the Effective Time by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent; provided, that the exercise price and the number of Company Ordinary Shares purchasable under each adjusted Company Option shall be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided, further, that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of Company Ordinary Shares purchasable under such adjusted Company Option shall be determined in accordance with the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code; provided, further, that the aforementioned adjustments shall occur in a manner intended to comply with and satisfies the requirements of Section 102 and/or Section 3(i) of the Ordinance, the rules and regulations promulgated thereunder and ITA’s Guidelines; and provided, further, that the aforementioned adjustments shall not be a ‘disqualifying event’ as so described under Section 533 of the Income Tax (Earnings and Pensions) Act 2003. All Company Options shall continue to have and be subject to substantially the same terms and conditions as were applicable to such Company Option immediately before the Effective Time (including vesting (if applicable), expiration date and exercise provisions).

(e)   Company Warrants.   Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

(f)   Company Derivative Securities.   Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, to the extent the Company issued any convertible, exchangeable or other derivative security in connection with a Permitted Interim Financing, the number of Company Ordinary Shares issuable upon the conversion, exercise or exchange of such security and the applicable conversion exercise or exchange price or ratio shall be equitably adjusted to give effect to the Exchange Ratio.

Section 2.2   The Merger.

(a)   Subject to the terms and conditions set forth in this Agreement, on the Closing Date, following the Capital Restructuring, SPAC, Merger Sub and the Company shall execute a plan of merger (the “Plan of Merger”) substantially in the form attached hereto as Exhibit H and shall file, or caused to be filed, the Plan of Merger and other documents as required to effect the Merger pursuant to the Companies Act with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Companies Act. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar of

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Companies of the Cayman Islands in accordance with Section 233(13) of the Companies Act or such later time as Merger Sub and SPAC may agree and specify pursuant to the Companies Act (the “Effective Time”).

(b)   At the Effective Time, upon the terms and subject to the conditions of this Agreement and the Plan of Merger and in accordance with the applicable provisions of the Companies Act, Merger Sub and SPAC shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into SPAC, following which the separate corporate existence of Merger Sub shall cease and SPAC shall continue as the surviving company (the “Surviving Company”) after the Merger and as a direct, wholly-owned subsidiary of the Company.

(c)   At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Plan of Merger and the applicable provisions of the Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub and SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Company, which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time.

(d)   If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Merger Sub and SPAC, the officers and directors of the Merger Sub and SPAC are fully authorized in the name of their respective companies or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

(e)   At the Effective Time, the memorandum and articles of association of the Surviving Company shall be in the form of the SPAC Memorandum and Articles of Association in effect immediately prior to the Effective Time, until thereafter amended or restated as provided therein or by applicable Law. Immediately after the Effective Time, the memorandum and articles of association of the Surviving Company shall be amended and restated by shareholder resolution adopted by the Company, acting in its capacity as the sole shareholder of Surviving Company, to read in their entirety in the form of the memorandum and articles of association of Merger Sub in effect immediately prior to the Effective Time, which shall thereafter be the memorandum and articles of association of the Surviving Company until further amended or restated as provided therein or by applicable Law.

(f)   At the Effective Time, the directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

(g)   At the Effective Time, the Company Board shall initially have a minimum of three (3) and a maximum of nine (9) members, composed as follows:

(i)   one being the then-current Chief Executive Officer of the Company

(ii)   one (1) initially designated by the Sponsor (the “Sponsor Designee”)

(iii)   and up to seven (7) initially designated by the Company (the “Company Designees”).

(h)   A majority of the members of the Company Board shall qualify as “independent” in accordance with NASDAQ requirements, and the Sponsor Designee shall be (x) reasonably acceptable to the Company and (y) required to qualify as “independent” in accordance with NASDAQ requirements; provided that it is hereby acknowledged and agreed that each of Chandra R. Patel, Richard C. Davis and Graeme Shaw are deemed to be reasonably acceptable to the Company and the foregoing clause (y) shall not apply in the event that the Sponsor designee is any of Chandra R. Patel, Richard C. Davis or Graeme Shaw. At the election of the Company, with effect from the Effective Time, the Company Board shall be divided into three (3)

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classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors, including the Sponsor Designee.

Section 2.3   Conversion of Securities.   The SPAC Shares, SPAC Warrants and Merger Sub Shares held shall be converted in accordance with the applicable terms of this Section 2.3.

(a)   SPAC Shares.   At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of SPAC Shares (but subject to the Sponsor Letter Agreement), each SPAC Share (excluding, for the avoidance of doubt, any Excluded SPAC Shares, Redeeming SPAC Shares and Dissenting SPAC Shares) that is issued and outstanding immediately prior to the Effective Time (collectively, the “Eligible SPAC Shares”) shall be converted automatically into, and the holders of such Eligible SPAC Shares shall be entitled to receive from the Exchange Agent, for each Eligible SPAC Share, one (1) Company Ordinary Share after giving effect to the Capital Restructuring (the “Merger Consideration”), following which all Eligible SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. As of the Effective Time, the holders of Eligible SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Eligible SPAC Shares, except as provided herein or under applicable Law.

(b)   SPAC Warrants.   At the Effective Time, without any action on the part of any Party or the holders of SPAC Warrants, the Company will assume the Warrant Agreement and each SPAC Warrant that is issued and outstanding immediately prior to the Effective Time shall automatically and irrevocably be converted into a corresponding Assumed Warrant exercisable for one (1) Company Ordinary Share under the terms and conditions of the Warrant Assumption Agreement.

(c)   SPAC Treasury Shares.   At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of SPAC Shares, each SPAC Share that is issued and outstanding and held immediately prior to the Effective Time by SPAC as treasury shares (if any) (each an “Excluded SPAC Share”) shall be automatically canceled and extinguished without any conversion thereof and no consideration shall be paid with respect thereto.

(d)   Redeeming SPAC Shares.   At the Effective Time, by virtue of the Merger and without any action on the part of the holders of SPAC Shares, each Redeeming SPAC Share that is issued and outstanding immediately prior to the Effective Time (if any) shall be automatically canceled and extinguished and shall thereafter represent only the right to be paid a pro rata share of the SPAC Share Redemption Amount in accordance with the SPAC Memorandum and Articles of Association.

(e)   Dissenting SPAC Shares.   At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of SPAC Shares, each Dissenting SPAC Share that is issued and outstanding immediately prior to the Effective Time (if any) shall be automatically cancelled and extinguished and shall thereafter represent only such rights as are granted by the Companies Act to a holder of Dissenting SPAC Shares. Notwithstanding the foregoing, if any Dissenting SPAC Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time and the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.3(b), without interest thereon, upon compliance with Section 2.6 and shall not thereafter be deemed to be Dissenting SPAC Shares.

(f)   Merger Sub Shares.   At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holders of Merger Sub Shares, each Merger Sub Share that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and non-assessable Class A ordinary share, par value $0.0001 per share, of the Surviving Company, which shall constitute the only issued and outstanding share capital of the Surviving Company.

Section 2.4   No Fractional Company Ordinary Shares.   No certificates for Company Ordinary Shares representing fractional Company Ordinary Shares or book entry credit of the same will be issued upon the conversion of SPAC Shares, and such fractional interests will not entitle the owner thereof to vote or to have any rights as a holder of any Company Ordinary Shares. Notwithstanding any other provision of this Agreement, in lieu of receiving any fraction of a Company Ordinary Share, all fractions of Company Ordinary Shares that otherwise would be issued hereunder shall be aggregated and the resulting fraction of a Company Ordinary Share will be rounded to the nearest whole Company Ordinary Share.

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Section 2.5   Closing of the Transactions Contemplated by this Agreement.   The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place electronically by exchange of the closing deliverables by the means provided in Section 8.11 as promptly as reasonably practicable, but in no event later than the third (3rd) Business Day, following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as SPAC and the Company may agree in writing (the “Closing Date”).

Section 2.6   Deliverables.

(a)   As promptly as reasonably practicable following the date of this Agreement, but in no event later than at least three (3) Business Days prior to the effectiveness of the Registration Statement / Proxy Statement, the Company shall appoint an exchange agent (the “Exchange Agent”) for the purpose of exchanging the Eligible SPAC Shares in accordance with Section 2.3(a), and, if required by the Exchange Agent, enter into an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) in a form and substance that is reasonably acceptable to the Company and SPAC (it being understood and agreed, for the avoidance of doubt, that Continental (or any of its Affiliates) shall be deemed to be acceptable to SPAC and any Exchange Agent Agreement in substantially the same form as the transfer agent agreement between SPAC and Continental as of the date hereof shall be deemed to be acceptable to SPAC). The Company and SPAC shall each take, or cause to be taken, all necessary or reasonably advisable actions in order to appropriately reflect the Company Shares and Assumed Warrants issued or assumed pursuant to, or as a result of, the transactions contemplated by this Agreement and the Ancillary Documents and outstanding immediately following the Effective Time, including taking any necessary or reasonably advisable actions vis-à-vis the Exchange Agent, and the Company and SPAC shall each reasonably cooperate with the other and the Exchange Agent in connection with the foregoing.

(b)   At the Effective Time, the Company shall deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Eligible SPAC Shares and SPAC Warrants, and for exchange or assumption in accordance with this Section 2.6 through the Exchange Agent, (i) evidence of Company Ordinary Shares in book-entry form representing the Merger Consideration issuable pursuant to Section 2.3(a) in exchange for the Eligible SPAC Shares issued and outstanding immediately prior to the Effective Time and (ii) evidence of Assumed Warrants in book-entry form representing the Assumed Warrants assumable pursuant to Section 2.3(b) in exchange for the SPAC Warrants issued and outstanding immediately prior to the Effective Time, in each case after giving effect to any required Tax withholding as provided under Section 2.7. All (i) shares in book-entry form representing the Merger Consideration assumable pursuant to Section 2.3(a) deposited with the Exchange Agent and (ii) warrants in book-entry form representing the Assumed Warrants issuable pursuant to Section 2.3(b) deposited with the Exchange Agent shall be collectively referred to in this Agreement as the “Exchange Fund”.

(c)   Each SPAC Shareholder (including Sponsor) whose Eligible SPAC Shares have been converted into the right to receive the Merger Consideration pursuant to Section 2.3(b) shall be entitled to receive the number of Company Ordinary Shares to which he, she or it is entitled on the date provided in Section 2.6(e).

(d)   Each Person (including Sponsor) whose SPAC Warrants have become Assumed Warrants pursuant to Section 2.3(b) shall be entitled to receive Assumed Warrants to which he, she or it is entitled on the date provided in Section 2.6.

(e)   The Company and SPAC shall take all necessary actions to cause the Merger Consideration and the Assumed Warrants to be issued or assumed in book-entry form at the Effective Time.

(f)   If the Merger Consideration is to be issued to a Person other than the SPAC Shareholder in whose name the Eligible SPAC Share in book-entry form is registered, it shall be a condition to the issuance of the Merger Consideration that (i) such Eligible SPAC Share in book-entry form shall be properly transferred prior to the Effective Time and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such SPAC Share in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable.

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(g)   If the Assumed Warrants are in the name of a Person other than the Person in whose name the transferred SPAC Warrant in book-entry form is registered, it shall be a condition to the assumption of the Assumed Warrants that (i) such SPAC Warrant in book-entry form shall be properly transferred prior to the Effective Time and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to a Person other than the registered holder of such SPAC Warrant in book-entry form or establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable.

(h)   No interest will be paid or accrued on the Merger Consideration or the Assumed Warrants to be issued pursuant to this Article II (or any portion thereof). Except with respect to Excluded SPAC Shares, Redeeming SPAC Shares and Dissenting SPAC Shares, from and after the Effective Time, until surrendered or transferred, as applicable, in accordance with this Section 2.6, each SPAC Share shall solely represent the right to receive the Merger Consideration to which such SPAC Share is entitled to receive pursuant to Section 2.3(a), as applicable, and each SPAC Warrant shall solely represent the right to receive the Assumed Warrants to which such SPAC Warrant is entitled to receive pursuant to Section 2.3(b).

(i)   At the Effective Time, the stock transfer books of SPAC shall be closed and there shall be no transfers of SPAC Shares or SPAC Warrants that were issued and outstanding immediately prior to the Effective Time.

Section 2.7   Withholding.

(a)   Each of SPAC, the Company, Merger Sub, the Exchange Agent and each of their respective Affiliates (each, a “Payor”) shall (i) be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable Tax Law and (ii) duly pay over to the appropriate Governmental Entity any amounts so deducted and withheld. To the extent that amounts are so withheld and remitted to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Each of the Parties shall provide the other Parties with prompt notice of any withholding it believes is required (other than withholding in respect of compensatory payments, and backup withholding). In the event that Payor receives a demand from the ITA to withhold any amount out of the amount held by such Payor for distribution to a particular payee, such Payor (i) shall promptly after receipt of such demand notify such payee of such matter and provide such payee with a reasonable period (which, in no event, shall be less than thirty (30) days, unless otherwise required in writing by the ITA or any applicable Tax Law) to attempt to delay such requirement or extend the period for complying with such requirement which shall be as evidenced by a written certificate, ruling or confirmation from the ITA, unless otherwise required in writing by the ITA or any applicable Tax Law. The Parties shall cooperate in good faith and use commercially reasonable efforts to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). Upon the written request of any Person with respect to which amounts were deducted or withheld, the Payor shall use commercially reasonable efforts to provide such Person with a copy of documentary evidence of remittance of such amounts.

(b)   Without limiting the generality of the foregoing, the parties hereto agree that no withholding or a reduced amount of withholding under Israeli Tax laws will be made from any consideration payable or otherwise deliverable hereunder to any SPAC holder if such person provides the Company with a Valid Certificate, at least three (3) Business Days prior to the time such payment of consideration is to be made.

(c)   For the avoidance of doubt, each Payor, as applicable, shall not be required to transfer any portion of the consideration payable under this Agreement to any payee, unless a Valid Certificate providing for a full exemption is delivered to the Company, by such person or that the applicable amounts required to be withheld are fully paid by such person to the Company’s satisfaction. For the avoidance of doubt, the relevant Payor shall not withhold any taxes until such time as such person instructs the relevant Payor to transfer its respective portion of the consideration, provided that following 180 days from the Closing Date (as may be further extended with respect to all or some of the payees by mutual agreement of the parties), and failing the delivery of such Valid Certificate, the relevant Payor shall have, in its sole discretion, the authority but not the obligation to sell such person’s Company Ordinary Shares and/or Company Warrants to

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the extent necessary to satisfy the full amount due with regards to such Israeli Taxes, to remit the Taxes withheld to the appropriate Governmental Entity, and consequently transfer to such person its respective amount of consideration less such numbers of Company Ordinary Shares and/or Company Warrants that represent the amount that was withheld at the source.

(d)   Notwithstanding anything to the contrary in this Agreement, if the WHT Ruling shall be received and delivered to the Company prior to the applicable withholding date in form and substance reasonably acceptable to Company, then the provisions of the WHT Ruling shall apply to each SPAC holder who holds less than five percent (5%) of the share capital of the SPAC 10 days prior to Closing Date. Notwithstanding the foregoing or anything contrary in this Agreement, if the WHT Ruling has not been obtained, the parties will, by mutual agreement, agree if and what documentation will be required from a SPAC holder who holds less than five percent (5%) of the share capital of the SPAC in satisfaction of Israeli Tax withholding, if such is applicable.

(e)   The SPAC, in coordination with the Company, following the date hereof will file with the ITA an application for a ruling (in a form and substance acceptable to Company) confirming, among others, that the Company and anyone acting on its behalf shall be exempt from withholding Tax obligations in relation to payments made under this Agreement including the issuance of Company Ordinary Shares and/or Company Warrants to the SPAC holders (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “WHT Ruling”). The SPAC shall cause its legal counsel, accountants and other advisors, to coordinate all activities in relation to preparation and filing of such application and obtaining the WHT Ruling with the Company and its legal counsel, including any written or oral submissions, meetings with the tax authorities, as may be necessary proper and advisable. Subject to the terms and conditions hereof, the SPAC promptly take, or cause to be taken, all commercially reasonable actions and to do, or cause to be done, all commercially reasonable things necessary, proper or advisable under applicable law to obtain the WHT Ruling as promptly as practicable. The final text of the WHT Ruling, including applications and appendices thereof, shall in all circumstances be subject to the prior written consent of Company or its counsel which shall not be unreasonably delayed, conditioned or withheld.

Section 2.8   PIPE Financing.   Prior to, but conditioned upon, the Effective Time, the Company shall seek to consummate the PIPE Financing pursuant to, and in the amounts set forth in, the Subscription Agreements.

Section 2.9   Backstop Facility.   Prior to the Closing, the Company and SPAC shall each use commercially reasonable efforts to obtain the Backstop Facility and to cause the Backstop Facility to be available to the Company at the Effective Time on terms and conditions mutually acceptable to the Company and SPAC; provided that it is acknowledged and agreed that (a) neither the entry into or consummation of either of the Backstop Facility shall be a condition to the obligations of either the Company or SPAC to consummate the Closing and (b) no amount of cash committed to the Company pursuant to the Backstop Facility shall be included for purposes of the “Aggregate Transaction Proceeds” except to the extent that the Backstop Facility has been entered into prior to or concurrently with the Effective Time and is then in effect as of the Effective Time.

Section 2.10   Price Adjustment Shares.

(a)   As an inducement to enter into this Agreement, the Company shall, immediately following the Effective Time, issue the Price Adjustment Shares to the Price Adjustment Participants in accordance with such Price Adjustment Participant’s Price Adjustment Pro Rata Portion. All such Price Adjustment Shares shall initially be unvested and subject to forfeiture as provided herein.

(b)   If, at any time after the date that is one hundred-fifty (150) days following Closing and thereafter during the ten (10) years following the Closing Date, the VWAP of Company Ordinary Shares is greater than or equal to $12.50 for any seven (7) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “First Price Adjustment Achievement Date”), then a Price Adjustment Series Amount of the Price Adjustment Shares shall automatically become vested and shall no longer be subject to forfeiture.

(c)   If, at any time after the date that is one hundred-fifty (150) days following Closing and thereafter during the ten (10) years following the Closing Date, the VWAP of Company Ordinary Shares is greater

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than or equal to $14.00 for any seven (7) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Second Price Adjustment Achievement Date”), then a Price Adjustment Series Amount of the Price Adjustment Shares shall automatically become vested and shall no longer be subject to forfeiture.

(d)   If, at any time after the date that is one hundred-fifty (150) days following Closing and thereafter during the ten (10) years following the Closing Date, the VWAP of Company Ordinary Shares is greater than or equal to $15.50 for any seven (7) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Third Price Adjustment Achievement Date”), then a Price Adjustment Series Amount of the Price Adjustment Shares shall automatically become vested and shall no longer be subject to forfeiture.

(e)   For the avoidance of doubt, the Price Adjustment Series Amount of the Price Adjustment Participants shall be entitled to vesting of the Price Adjustment Shares described in Section 2.10(a), Section 2.10(b), and Section 2.10(c), respectively, only upon the occurrence of the respective Price Adjustment Achievement Date; provided, however, that each such date shall only occur once, if at all, and in no event shall such Price Adjustment Participants be collectively entitled to receive more than an aggregate of 27,500,000 shares of Company Ordinary Shares as Price Adjustment Shares.

(f)   In the event that there is a Change of Control after the Closing and prior to the date that is ten (10) years following the Closing Date to the extent an applicable Price Adjustment Achievement Date has not already occurred, each respective Price Adjustment Achievement Date shall be deemed to occur on the day prior to the closing of such Change of Control, and (A) all Price Adjustment Shares shall automatically become vested on the date prior to the closing of such Change of Control (to the extent such Price Adjustment Shares has not previously been issued), and (B) thereafter, the obligations in this Section 2.10 shall terminate and no longer apply.

(g)   The Company Ordinary Shares price targets set forth in this Section 2.10 shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the Company Ordinary Shares occurring on or after the Closing (other than the transactions contemplated by this Agreement).

(h)   If any applicable Price Adjustment Achievement Date or a Change of Control has not occurred after the Closing and prior to the date that is ten (10) years following the Closing Date, then any unvested Price Adjustment Shares shall automatically be forfeited by the Price Adjustment Participants back to the Company for no consideration. No Price Adjustment Participant may Transfer any Price Adjustment Shares before such Price Adjustment Shares becomes vested (if at all) pursuant to this Section 2.10. As used herein, “Transfer” shall mean to sell, transfer, pledge, tender, grant, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by gift, testamentary disposition, by operation of applicable Law, by encumbering or by using a derivative to transfer or otherwise), either voluntarily or involuntarily, or enter into any Contract, option or other arrangement (including profit sharing agreement) with respect to the Transfer of any Price Adjustment Shares.

(i)   The issuance of Price Adjustment Shares to the Price Adjustment Participants who are SPAC Shareholders hereunder shall be treated as comprised of two components, respectively a principal component and an interest component, the amounts of which shall be determined as provided in Reg. §1.483-4(b) example (2) using the 3-month test rate of interest provided for in Reg. §1.1274-4(a)(1)(ii) employing the semi-annual compounding period. As to each such issuance of Price Adjustment Shares hereunder to the Price Adjustment Participants, Price Adjustment Shares representing the principal component (with a value equal to the principal component) and Price Adjustment Shares representing the interest component (with a value equal to the interest component) shall be represented by separate share certificates.

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ARTICLE III.
REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES AND MERGER SUB

Except as set forth in the Company Disclosure Schedules, the Company and Merger Sub hereby represent and warrant to SPAC as follows:

Section 3.1   Organization and Qualification.

(a)   Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and as of immediately prior to the Closing, will be an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. Merger Sub has requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted.

(b)   Each Group Company is a corporation, company, limited liability company or other applicable business entity duly organized, formed, or incorporated, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of its jurisdiction of formation, incorporation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Section 3.1(b) of the Company Disclosure Schedules sets forth the jurisdiction of formation or organization (as applicable) for each Group Company and Merger Sub. Each Group Company and Merger Sub has the requisite corporate, limited liability company or other applicable business entity power and authority to own, lease and operate its material properties and to carry on its businesses as presently conducted in all material respects, except where the failure to have such power and authority, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(c)   True and complete copies of the Governing Documents of the Group Companies and Merger Sub and the Shareholder Agreement have been made available to SPAC, in each case, as amended and in effect as of the date of this Agreement. The Governing Documents of the Group Companies and Merger Sub and the Shareholder Agreement are in full force and effect, and none of the Group Companies or Merger Sub is in breach or violation in any material respect of any provision set forth in its Governing Documents or the Shareholder Agreement.

(d)   Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company has timely filed all requisite annual reports, paid all annual fees and has not been designated a “violating company” ​(as such term is understood under the Israeli Companies Law) by the Israeli Registrar of Companies, except where the failure to be have filed or paid such reports and fees, or to not be designated a “violating company”, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(e)   Other than the Subsidiaries, neither the Company nor any of the Subsidiaries owns, directly or indirectly, any equity or voting or controlling or management or partnership or joint venture or similar interest in any Person and, except with respect to the Subsidiaries or as provided by this Agreement, neither Company nor any of the Subsidiaries has any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any Contract under which it may become obligated to make any future investment in or capital contribution to any other entity and the Company and each of the Subsidiaries has not agreed to become a subsidiary of any other Person or under the control of any group of bodies corporate or consortium.

(f)   From its incorporation, Merger Sub has not conducted any business activities other than as contemplated by this Agreement. Merger Sub has no assets or liabilities.

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(g)   No Group Company is (i) insolvent or unable to pay or has stopped paying its debts, (ii) has stopped paying its material debts as they fall due, or (iii) has entered into, or proposed to enter into, any composition or arrangement with or for its creditors and no order has been made, petition presented, meeting convened or resolution presented for its winding-up and there are no actual or pending proceedings under any applicable insolvency laws in any relevant jurisdiction.

Section 3.2   Capitalization of the Group Companies.

(a)   Section 3.2(a) of the Company Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding (or in jurisdictions which do not recognize such concept, issued and allotted). All of the Equity Securities of the Company have been duly authorized and validly issued and properly allotted. All of the outstanding (or in jurisdictions which do not recognize such concept, issued and allotted) Company Shares are fully paid and non-assessable (in jurisdictions which recognize such concept). The issuance of Company Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment therefor, be duly authorized, validly issued, properly allotted, fully paid and non-assessable. The Equity Securities of the Company (1) were not issued in violation of the Governing Documents of the Company, the Shareholder Agreement, any other Contract to which the Company is party or bound and (2) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of (other than under the Governing Documents of the Company, the Shareholder Agreement or transfer restrictions under applicable Securities Laws) and were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person. Except for the Company Options set forth on Section 3.2(a) of the Company Disclosure Schedules, as of the date hereof the Company has no outstanding options, restricted stock, phantom stock, stock or equity appreciation rights, equity ownership interests or other equity, equity-based or similar rights in the Company, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, preemptive rights, rights of first refusal or first offer or other Contracts or commitments of any kind of any character, written or oral, that would reasonably be expected to require the Company to issue, allot, sell, transfer, dispose or otherwise cause to become outstanding or to acquire, convert, repurchase, repay or redeem any Equity Securities of the Company or securities convertible into or exchangeable for Equity Securities of the Company.

(b)   The Equity Securities of the Company and its Subsidiaries have been offered, sold, transferred, issued and allotted in compliance with applicable Law, including Securities Laws, and the Governing Documents. All dividends or distributions declared, made or paid by the Company and its Subsidiaries have been declared, made or paid in accordance with applicable Laws and the Governing Documents. Neither the Company nor any of its Subsidiaries has at any time: (i) allotted or issued any securities that are convertible into shares; (ii) repaid, redeemed or purchased any of its own shares, or otherwise reduced its share capital or any class of it, or capitalized any profits or reserves of any class or description or passed any resolution to do so, or agreed to do any of the foregoing; or (iii) directly or indirectly provided any financial assistance for the purpose of the acquisition of its own shares or the shares of its holding company or for the purpose of reducing or discharging any liability incurred in such an acquisition, in each case that would be unlawful. Except as set forth on Schedule 3.2(b) and for the Governing Documents of the Company and the Company Investor Agreements, there are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Company’s Equity Securities.

(c)   The Company has no direct or indirect Subsidiaries other than those listed in Section 3.2(c) of the Company Disclosure Schedules. Except as set forth on Section 3.2(c) of the Company Disclosure Schedules, the Company owns directly or indirectly through another Subsidiary all of the outstanding (or in jurisdictions which do not recognize such concept, issued and allotted) equity securities of the Subsidiaries free and clear of all Liens other than Permitted Liens. Section 3.2(c) of the Company Disclosure Schedules sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding (or in jurisdictions which do not recognize such concept, issued and allotted) and (ii) the identity of the wholly owned Persons that are the record or legal owners thereof. Other than as set forth in Section 3.2(c) of the Company Disclosure Schedules, there are no outstanding (A) stock or equity appreciation, phantom equity, or profit participation rights

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or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, preemptive rights, rights of first refusal or first offer or other Contracts or commitments of any kind of any character, written or oral, that could require any Subsidiary of the Company to issue, allot, transfer, dispose, sell or otherwise cause to become outstanding or to acquire, convert, register, encumber, repurchase, repay or redeem any Equity Securities of the Subsidiaries of the Company or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company.

(d)   Other than as set forth in this Section 3.2, as of the date hereof, to the knowledge of the Company, no Person has claimed any ownership rights in any Equity Security of the Company or any of its Subsidiaries.

Section 3.3   Authority.

(a)   Each of the Company Parties has the requisite corporate, limited liability or other similar power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the Company Preferred Shareholder Approval, the Company Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination, the execution and delivery of this Agreement, the Ancillary Documents to which any Company Party is or will be a party and the consummation of the transactions contemplated hereby and thereby have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate, limited liability company (or other similar) action on the part of the applicable Company Party. The Company Preferred Shareholder Approval, Company Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination are the only approvals of holders of Company Equity Securities necessary to approve the Transactions. The affirmative vote of the Supporting Company Shareholders will constitute the Requisite Majority and be sufficient to obtain the Company Preferred Shareholder Approval, the Company Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination. This Agreement and each Ancillary Document to which either Company Party is or will be a party has been or will be, upon execution thereof, as applicable, duly and validly executed and delivered by the applicable Company Party, and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of the applicable Company Party (assuming that this Agreement and the Ancillary Documents to which either Company Party is or will be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party thereto), enforceable against the applicable Company Party in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(b)   The Company Board has (i) unanimously: (A) determined that this Agreement, the Ancillary Documents, and the Transactions are advisable and in the best interests of the Company and the Company Shareholders and (B) approved the Transactions, this Agreement and the Ancillary Documents and (ii) resolved to recommend to the Company Shareholders the Initial Company Shareholder Proposal and the Company Preferred Shareholder Proposal.

(c)   At a general meeting duly called and held and in accordance with the Companies Act and the memorandum and articles of association of Merger Sub, the board of directors of Merger Sub has unanimously: (i) determined that it is in the best interests of Merger Sub to enter into this Agreement and the Ancillary Documents to which Merger Sub is or will be a party; and (ii) approved this Agreement, the Ancillary Documents to which Merger Sub is or will be a party and the transactions contemplated hereby and thereby (including the Merger).

(d)   The Company, acting in its capacity as the sole shareholder of Merger Sub, has approved and adopted the Merger Sub Shareholder Approval in accordance with the memorandum and articles of association of Merger Sub. The Merger Sub Shareholder Approval is the only approval of holders of Merger Sub Equity Securities necessary to approve the Transactions.

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(e)   All distributions, dividends, repurchases and redemptions (if any), in respect of the Equity Securities (or other equity interests) of the Company were undertaken in compliance with the Company’s Governing Documents then in effect, any agreement to which the Company then was a party and applicable Law.

Section 3.4   Financial Statements; Undisclosed Liabilities.

(a)   The Company has made available to SPAC (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and the related statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the year ended December 31, 2020 (including any comparison figures to the year ended December 31, 2019) and (ii) the unaudited consolidated balance sheets of the Group Companies as of June 30, 2021 (the “Latest Balance Sheet”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules (all such balance sheets and statements, collectively, the “Financial Statements”). Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) is based upon and consistent with information contained in the books and records of the Company and (C) fairly presents in all material respects in accordance with IFRS the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. All financial statements delivered pursuant to Section 5.14(b), (A) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments and the absence of footnotes) and (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as of the date thereof and for the period indicated therein, except as otherwise specifically noted therein.

(b)   Except (i) as set forth on the face of or otherwise provided for in the Latest Balance Sheet (or the notes thereto), (ii) for Liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions, none of the Group Companies nor Merger Sub has any Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP that would be material to the Group Companies, taken as a whole.

(c)   The Group Companies have established and maintain systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, for all periods covered by the Financial Statements, have maintained books and records of the Group Companies in the ordinary course of business.

(d)   Since January 1, 2019, no Group Company has received any written complaint, or, to the knowledge of the Company, any allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of the Group Companies, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.

Section 3.5   Consents and Requisite Governmental Approvals; No Violations.

(a)   Except as set forth in Section 3.5(a) of the Company Disclosure Schedules, no Consent, Permit, approval or authorization of, or designation, declaration or filing with or notification to, any Governmental Entity is required on the part of either Company Party with respect to the applicable Company Party’s execution, delivery or performance of its obligations under this Agreement or the Ancillary Documents to which the applicable Company Party is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the

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Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iii) filing of the Plan of Merger and related documentation as required under the Companies Act, (iv) applicable requirements of and filings under the Israeli Securities Law, 1968, and the rules and regulations thereunder or any other similar Laws, (v) the Company Shareholder Approval, the Company Preferred Shareholder Approval, the Company Shareholder Consents and Waiver and the Consent to Shareholders Agreement Termination, (vi) filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), or (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not have a Company Material Adverse Effect or prevent, materially delay or materially impair the ability of any Company Party to consummate the Transactions.

(b)   Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 3.5(a), neither the execution, delivery or performance by either Company Party of this Agreement nor the Ancillary Documents to which the applicable Company Party is or will be a party nor the consummation of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of any Company Party’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of (A) any Contract to which any Group Company or Merger Sub is a party or (B) any Material Permits, (iii) violate, or constitute a breach under, any Order or applicable Law to which any Group Company or Merger Sub or any of their respective properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of any Group Company or Merger Sub, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or reasonably be expected to have a material adverse effect on the ability of either Company Party to enter into or perform its obligations under this Agreement or consummate the Transactions.

Section 3.6   Permits.   Each of the Group Companies has all material Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted (the “Material Permits”). Except as is not and would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) each Material Permit is in full force and effect in accordance with its terms and (ii) no written notice of withdrawal, suspension, modification, revocation, cancellation or termination of any Material Permit (or proposed withdrawal, suspension, modification, revocation, cancellation or termination) has been received by any of the Group Companies and (iii) each Group Company has fulfilled and performed in all material respects its respective obligations under each such Material Permit and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default under any such Material Permit.

Section 3.7   Material Contracts; No Defaults.

(a)   Section 3.7(a) of the Company Disclosure Schedules sets forth a list of all Contracts (whether written or oral) to which a Group Company is a party as of the date hereof: (i) for the sale of Company services or for the purchase of products or services of at least $500,000 in any fiscal year during the fiscal years 2019 through 2021; (ii) that purports to limit, in any material respect, either the type of business or product line in which a Group Company may engage, the geographic area in which they may engage in business, the ability to solicit customers or the ability to sell or purchase any product, property or other asset (tangible or intangible), or any services, from any other Person or to sell any product or other asset to or perform any services for any other Person, including as a result of the grant of any exclusive licenses under Company Owned Intellectual Property to any Person; (iii) containing any indemnification that represents a material obligation of a Group Company other than in the ordinary course of business; (iv) under which a Group Company has permitted any material asset to become subject to a Lien (including Permitted Liens) other than in the ordinary course of business; (v) that evidences Indebtedness for borrowed money, whether incurred,

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assumed, guaranteed, or secured by any asset of a Group Company; (vi) involving the acquisition or disposition, directly or indirectly, by merger or otherwise, of assets or Equity Interests of any other Person (other than another Group Company) (other than assets acquired and sales of material, supply and inventory, in each case, in the ordinary course of business) pursuant to which a Group Company has material ongoing obligations (other than confidentiality obligations), or any Contract pursuant to which a Group Company has any ongoing obligations with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation; (vii) any CBA; (viii) any Contract (A) that is a settlement, conciliation or similar agreement with any Governmental Entity or (B) pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement; (ix) any Contract pursuant to which a Group Company receives any Governmental Grant or any access to or use of other funding, facilities, resources or personnel of any Governmental Entity or for which a Governmental Entity is the end customer, (x) any Contract that is for the employment or engagement of any directors, employees or independent contractors at gross annual compensation in excess of $400,000 other than (A) Contracts that can be terminated by the Company without cost or penalty or (B) Contracts that provide for transaction bonuses payable in connection with the Transactions as disclosed in Section 3.7(a) of the Company Disclosure Schedules; (xi) agreement under which it is lessee of or holds or operates any personal property owned by any other party; (xii) agreement pursuant to which the Company is granted a lease in, a sublease in, or the right to use or occupy any land or building; (xiii) any Contract with any Person (A) pursuant to which any Group Company may be required to pay milestones, royalties or other contingent payments based on any research, testing, development, sale distribution, commercial manufacture or other similar occurrences, developments, activities or events, (B) that limits, curtails or restricts the ability of any Group Company to use, develop, distribute, make available or enforce any material Company Owned Intellectual Property in any material respect, or (C) under which any Group Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license rights, or option to cause an assignment of, to or under (as applicable) any material Company Product or any material Company Owned Intellectual Property; (xiv) that establish a joint venture, partnership or limited liability company with a third party, including for the sharing of profits and joint research or development Contracts (in each case, other than with respect to wholly owned Subsidiaries of the Company); (xv) any Contract required to be disclosed on Section 3.21 of the Company Disclosure Schedules; (xvi) any Contract with a Top Supplier or Top Customer; and (xvii) agreement under which it is lessor of or permits any third party to hold or operate any personal property owned or controlled by it (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with the IP Contracts required to be set forth on Section 3.13(c) of the Company Disclosure Schedules and each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 3.7(a) or Section 3.13(c) of the Company Disclosure Schedules if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”). The Company has furnished or made available to SPAC true and complete copies of all Material Contracts, including any supplementations or amendments thereto.

(b)   (i) Each Material Contract is valid and binding on the applicable Group Company and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company, and to the knowledge of the applicable Group Company, the other parties thereto, and are enforceable by the applicable Group Company to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at law), (ii) the applicable Group Company and, to the knowledge of the Company, the counterparties thereto are not in material breach of, or material default (or would be in material breach, violation or default but for the existence of a cure period) under, any Material Contract, (iii) as of the date hereof, no Group Company has received any written claim or notice of material breach of or material default under any Material Contract, (iv) no event has occurred (or is reasonably likely to occur as a result of the consummation of the Transactions hereunder) which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any Material Contract or any other party thereto (in each case, with or without notice or lapse of time or both) and (v) as of the date hereof, no Group Company has received written notice from any other party to any such Material Contract that such party intends to terminate or not renew any such Contract.

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(c)   None of the Group Companies has ever been suspended or disbarred from bidding on Contracts or subcontracts for or with any Governmental Entity, including any Contracts pursuant to which a Group Company receives any Governmental Grant or any access to or use of other funding, facilities, resources or personnel of any Governmental Entity or for which a Governmental Entity is the end customer (such Contracts, collectively, “Government Contracts”) and no suspension or debarment actions have been commenced or, to the knowledge of the Company, threatened against any of the Group Companies or any of such Group Company’s directors, officers or employees. None of the Group Companies has received any notice that they are being audited or investigated by any Governmental Entity with respect to any Government Contracts. Each of the Group Companies has conducted their operations in material compliance with the requirements of all terms and conditions and applicable Laws and regulations pertaining to all Government Contracts and bids for Government Contracts. All representations and certifications executed with respect to any Government Contract were accurate and truthful in all material respects as of their effective date, and the Group Companies have complied with all such representations and certifications in all material respects. All invoices and claims for payment, reimbursement, or adjustment submitted by a Group Company in connection with a Government Contract were current, accurate, and complete in all material respects as of their respective submission dates. The Group Companies do not have in effect, nor are they required to have in effect, and have never had in effect, any security clearances in connection with the operation of their business.

Section 3.8   Absence of Changes.   During the period beginning on December 31, 2020 and ending on the date of this Agreement, (a) no Company Material Adverse Effect has occurred, and (b) except as expressly contemplated by this Agreement, any Ancillary Document or in connection with the Transactions, (i) the Company has conducted its business in the ordinary course of all business in all material respects and (ii) no Group Company has taken any action that both (A) would require the consent of SPAC if taken during the period from the date of this Agreement until the Closing pursuant to Section 5.1(b)(i), Section 5.1(b)(iv), Section 5.1(b)(vii), Section 5.1(b)(x), Section 5.1(b)(xiii), Section 5.1(b)(xiv) or Section 5.1(b)(xvi) and (B) is material to the Group Companies, taken as a whole.

Section 3.9   Litigation.   There is as of the date hereof (and since January 1, 2019, there has been) no Proceeding existing, pending or, to the Company’s knowledge, threatened against or affecting any Group Company or Merger Sub or either of their assets, including any condemnation or similar proceedings that, if adversely decided or resolved, has had or would reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies, nor Merger Sub nor any of their respective properties or assets is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by a Group Company or Merger Sub existing, pending or, to the Company’s knowledge, threatened against any other Person. There is no unsatisfied judgment or any open injunction binding upon Company or Merger Sub which could have a material effect on the ability of either Company or Merger Sub to enter into, perform its respective obligations under this Agreement and consummate the Transactions.

Section 3.10   Compliance with Applicable Law.   Each Group Company and Merger Sub (a) conducts (and since January 1, 2019, has conducted) its business in accordance with all Laws and Orders applicable to such Group Company or Merger Sub and is not in violation of any such Law or Order and (b) as of the date hereof, has not received any written communications from a Governmental Entity that alleges that such Group Company or Merger Sub is not in compliance with any such Law or Order, except in each case of clauses (a) and (b), as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole.

Section 3.11   Employee Plans.

(a)   Section 3.11(a) of the Company Disclosure Schedules sets forth a true and complete list of all material Employee Benefit Plans (including, for each such Employee Benefit Plan, its jurisdiction), with the exception of any contracts of employment with Group Employees based in the UK which are based on the Company’s standard form contract of employment. With respect to each material Employee Benefit Plan, the Group Companies have provided or made available to SPAC true and complete copies of (as applicable): (i) all current plan documents pursuant to which the plan is maintained, funded and administered (including any trust agreement, insurance contract or other funding instrument); (ii) the most recent IRS determination or opinion letter (or, for Employee Benefit Plans maintained for the benefit of employees primarily performing services outside the United States, any similar determination by an applicable

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Governmental Entity), if applicable; (iii) the most recent summary plan description distributed to participations; (iv) the nondiscrimination and compliance testing results for the three most recent plan years; and (v) all non-ordinary course communications between the Company and any Governmental Entity sent or received in the last three years.

(b)   Except as would not be material to the Group Companies, taken as a whole, no Group Company has any Liability with respect to or under: (i) a Multiemployer Plan; (ii) a “defined benefit plan” ​(as defined in Section 3(35) of ERISA, whether or not subject to ERISA) or a plan that is or was subject to Title IV of ERISA or Section 412 of the Code; (iii) a “multiple employer plan” within the meaning of Section of 413(c) of the Code or Section 210 of ERISA; (iv) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA; or (v) a UK defined benefit or final salary pension scheme and no Group Company has operated or participated in such a scheme. Except as would not be material to the Group Companies, taken as a whole, no Group Company has any Liabilities to provide any retiree or post-employment health or life insurance or other welfare-type benefits to any Person other than health continuation coverage pursuant to Law for which the recipient pays the full cost of coverage. Except as would not be material to the Group Companies, taken as a whole, no Group Company has any Liabilities by reason of at any time being considered a single employer under Section 414 of the Code with any other Person.

(c)   Except as would not be material to the Group Companies, taken as a whole, each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has timely received a favorable determination or opinion or advisory letter from the Internal Revenue Service. None of the Group Companies has incurred (whether or not assessed) any material penalty or Tax under Section 4980H, 4980B, 4980D, 6721 or 6722 of the Code, and no circumstance exists or event has occurred that could reasonably be expected to result in the imposition of any such penalty or Tax.

(d)   Except as would not be material to the Group Companies, taken as a whole, there are no pending or, to the Company’s knowledge, threatened claims or Proceedings with respect to any Employee Benefit Plan (other than routine claims for benefits). With respect to each Employee Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due have been timely made, transferred and paid in full, or if not yet due, have been properly accrued in accordance with IFRS. Each Employee Benefit Plan has been established, funded, administered and maintained, in form and in operation, in all material respects in compliance with its terms and all applicable Laws.

(e)   Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (whether alone or in combination with any other event(s)) will (i) result in any payment or benefit becoming due to or result in the forgiveness of any Indebtedness of any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies (whether current, former or retired) or their beneficiaries, (ii) materially increase the amount or value of any compensation or benefits payable to any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies (whether current, former or retired or their beneficiaries), or (iii) result in the acceleration of the time of payment, funding or vesting, or trigger any payment or funding of any material compensation or material benefits to any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies (whether current, former or retired) or their beneficiaries.

(f)   No amount that could be, or has been, received (whether in cash or property or the vesting of property or the cancellation of Indebtedness) by any director, manager, officer, employee, individual independent contractor or other service providers of any of the Group Companies under any Employee Benefit Plan or otherwise as a result of the consummation of the transactions contemplated by this Agreement could, separately or in the aggregate, be nondeductible under Section 280G of the Code or subjected to an excise Tax under Section 4999 of the Code.

(g)   No Group Company has any current or contingent obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 4999 or 409A of the Code.

(h)   Except as would not be material to the Group Companies, taken as a whole, each Foreign Benefit Plan that is required to be registered or intended to be Tax exempt or receive favorable tax treatment has been registered (and, where applicable, accepted for registration) and is Tax exempt and has been maintained

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in good standing, to the extent applicable, with each Governmental Entity. Except as would not be material to the Group Companies, taken as a whole, or as set forth under Section 3.11(h) of the Company Disclosure Schedules, no Foreign Benefit Plan is a gratuity, termination indemnity or “defined benefit plan” ​(as defined in ERISA, whether or not subject to ERISA) or has any material unfunded or underfunded Liabilities, nor are such unfunded liabilities reasonably expected to arise in connection with the transactions contemplated by this Agreement. Except as would not be material to the Group Companies, taken as a whole, all contributions required to have been made by or on behalf of the Group Companies with respect to plans or arrangements maintained or sponsored a Governmental Entity (including severance, termination indemnities or other similar benefits maintained for employees outside of the U.S.) have been timely made or fully accrued.

(i)   The Group Companies have not made any material changes to the Employee Benefit Plans resulting from disruptions caused by the COVID-19 pandemic or COVID-19 Matters, nor are any such changes currently contemplated.

(j)   All Company Options have been issued in compliance in all material respects with the Company Equity Plan and all applicable Laws and properly accounted for in all material respects in accordance with applicable accounting standards. All Company Options granted under Section 102 of the Ordinance were duly and timely deposited with the 102 Trustee in accordance with the provisions of Section 102 of the Ordinance. Section 3.11(j)(i) of the Company Disclosure Letter sets forth a list of all Company Options issued and outstanding as of the date hereof, including, with respect to each Company Option: (A) the name of the holder thereof; (B) the number of Company Ordinary Shares issuable upon exercise or conversion of such Company Option; (C) the incentive equity plan or other agreement under which such Company Option was granted; and (D) the date of grant, the exercise price, and the vesting schedule, including any acceleration provisions with respect thereto, as applicable, of such Company Option. Except as set forth in Section 3.11(j)(ii) of the Company Disclosure Letter, each Company Option or Company Ordinary Share issued as a result of exercise of such Company Option that is identified in Section 3.11(j)(i) of the Company Disclosure Schedule as having been granted under Section 102(b)(2) of the Ordinance is intended to qualify for any favorable tax treatment for Israeli taxpayers under Section 102(b)(2) of the Ordinance. The Company has made available to the SPAC accurate and complete copies of the Company Options database, each of the Company Plans and each standard form of award agreement pursuant to which any Company Option was granted thereunder.

Section 3.12   Environmental Matters.   Except as set forth in Section 3.12 of the Company’s Disclosure Schedules, or as would not reasonably be expected to have a Company Material Adverse Effect:

(a)   The Group Companies are in compliance in all material respects with all applicable Environmental Laws and since January 1, 2019 have at all times conducted their business in compliance in all material respects with all applicable Environmental Laws.

(b)   None of the Group Companies have received any written notice from any Governmental Entity or any other Person regarding any actual, alleged, or potential violation in any material respect of, or a failure to comply in all material respects with, any Environmental Laws or Environmental Permits.

(c)   There is no Proceeding pending or, to the Company’s knowledge, threatened in writing against any Group Company concerning or relating to compliance with applicable Environmental Laws or any Environmental Permits or any Hazardous Materials Activity of the Group Companies that is or is reasonably likely to be material to any Group Company.

(d)   There has been no manufacture, release, treatment, storage, disposal, arrangement for disposal, transport or handling of, contamination by, or exposure of any Person to, any Hazardous Substances by any Group Company, other than in compliance in all material respects with Environmental Laws.

(e)   The Group Companies have made available to SPAC copies of all material environmental, health and safety reports and documents that are in any Group Company’s possession or control relating to the current or former operations, properties or facilities of the Group Companies.

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Section 3.13   Intellectual Property.

(a)   Section 3.13(a) of the Company Disclosure Schedules sets forth a true and complete list of all Company Registered Intellectual Property as of the date of this Agreement, including the applicable jurisdiction, title, application, registration or serial number, date, and record owner, or if different, the legal owner. As of the date of this Agreement, no issuance or registration obtained or application filed by the Group Companies for any material Company Registered Intellectual Property has been cancelled, abandoned, allowed to lapse or not renewed other than in the ordinary course of business. All material Company Registered Intellectual Property is subsisting and, to the Company’s knowledge, was prosecuted in good faith. To the Company’s knowledge, all material Company Registered Intellectual Property is valid and enforceable. As of the date of this Agreement, there are no Proceedings pending questioning or challenging the Group Company’s exclusive ownership of, or the validity or enforceability of, any material Company Registered Intellectual Property, and, to the Company’s knowledge, no such Proceedings are threatened by any Person.

(b)   Except as set forth in Section 3.13(b) of the Company Disclosure Schedules or as would not reasonably be expected to have a Company Material Adverse Effect, the Group Companies solely and exclusively own (free and clear of all Liens, except Permitted Liens) all right, title and interest in and to all Company Owned Intellectual Property, and each Group Company, to the Company’s knowledge, has a valid and enforceable right to use, all Company Licensed Intellectual Property pursuant to a valid written Contract, as applicable. Neither the execution, delivery or performance by any Group Company of this Agreement or the Ancillary Documents to which any Group Company is or will be a party, nor the consummation of the transactions contemplated hereby or thereby, will result in the loss, termination or impairment of, or require the Consent of any Person in respect of the Group Company’s continued right to own or use, any material Company Owned Intellectual Property or material Company Licensed Intellectual Property. No Group Company has transferred ownership of, or granted any exclusive license with respect to, any material Company Owned Intellectual Property. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company Owned Intellectual Property, together with any Company Licensed Intellectual Property, constitutes all Intellectual Property Rights and Technology that are used in or necessary to conduct the business of the Group Companies as currently conducted (including in respect of the Company Products currently being sold by the Group Companies). None of the material Company Owned Intellectual Property and, to the Company’s knowledge, none of the material Company Licensed Intellectual Property, are subject to any outstanding Order that restricts in any manner the use, sale, transfer, licensing or exploitation thereof by the Group Companies anywhere in the world or affects the validity, use or enforceability of any such Company Intellectual Property.

(c)   Section 3.13(c) of the Company Disclosure Schedules sets forth a list of all current (i) Company Inbound Licenses (other than Standard Inbound Licenses) relating to Intellectual Property Rights or Technology that are used in connection with the Company Products or are otherwise material to the business of the Company; (ii) Company Outbound Licenses (other than Standard Outbound Licenses) relating to any material Company Intellectual Property (clauses (i) through (ii) collectively, the “IP Contracts”); and (iii) (A) Material Contracts that contain an agreement by any Group Company to provide any Person with access to the source code for, or material trade secrets embodied by, any Company Product, or (B) Contracts which require any Group Company to deposit any source code for any Company Product in escrow with an escrow agent or third Person.

(d)   Each Group Company’s current and former directors, employees, consultants, advisors and independent contractors who independently or jointly contributed to or otherwise participated in the authorship, invention, creation, improvement, modification or development of any Company Product or material Company Owned Intellectual Property on behalf of the Group Companies (each such person, a “Creator”) have (i) agreed to maintain the confidentiality of, and not to use for their own purposes, the Proprietary Information and trade secrets of the applicable Group Companies and (ii) assigned to such Group Company, by way of a present assignment under an enforceable written Contract, exclusive ownership of all such Intellectual Property Rights and Technology authored, invented, created, improved, modified, or developed by such Person on behalf of a Group Company in the course of such Creator’s employment or other engagement with such Group Company.

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(e)   There is no material Company Owned Intellectual Property which is based on an invention or work of any current or former director, employee, consultant, advisor or independent contractor of any Group Company for which any Group Company owes any compensation or remuneration to such director, employee, or contractor in relation to such invention or work. Except as would not reasonably be expected to have a Company Material Adverse Effect, there are no current or, to the Company’s knowledge, threatened, claims from any Creator for compensation or remuneration for inventions or copyright works created or invented by any such Creator or any similar claim, including under Israeli Patents Law, 5727-1967.

(f)   Each Group Company has taken commercially reasonable steps to safeguard and maintain the secrecy of any material Proprietary Information and material trade secrets owned by each Group Company. No material Proprietary Information or material trade secret of any of the Group Companies has been disclosed other than subject to a written agreement sufficiently restricting the disclosure and use of such Proprietary Information or trade secret and, to the Company’s knowledge, no such Person to whom such Proprietary Information or trade secret of any of the Group Companies has been so disclosed is in violation of any such agreement. To the Company’s knowledge, there has been no unauthorized access to or disclosure of any material Proprietary Information or material trade secrets owned by a Group Company, including any unauthorized access or disclosure that would compromise the proprietary status or protectability (including the patentability) of such Proprietary Information or trade secrets (or the Intellectual Property Rights or Technology embodied therein). Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s knowledge, (i) all Proprietary Information owned by a Group Company disclosed to a Governmental Entity pursuant to a Government Contract has been sufficiently marked “Proprietary Information” ​(or in a similar manner) and (ii) the Group Companies have taken reasonable measures, to the extent permissible under applicable Law, designed to prevent the circulation and disclosure of such Proprietary Information by such Governmental Entity to the public or a third Person.

(g)   Except as set forth in Section 3.13(g) of the Company Disclosure Schedules, no facilities or resources (including funds) of a university, college, other educational institution, research center or Governmental Entity was used in the development of any material Company Owned Intellectual Property. Except as set forth in Section 3.13(g) of the Company Disclosure Schedules, to the knowledge of the Company, (i) no director, employee, consultant, advisor or independent contractor of a Group Company who was involved in, or who contributed to, the creation or development of any material Company Owned Intellectual Property has performed services for or otherwise was under restrictions resulting from his/her relations with any Governmental Entity, university, college or other educational institution or research center during a period of time during which any such Company Owned Intellectual Property were created or during such time that such director, employee, consultant, advisor or independent contractor was also performing services for or for the benefit of any Group Company, and (ii) no such Person has created or developed any material Company Owned Intellectual Property with any Governmental Grant. No Governmental Entity has, by Contract or otherwise, any government purpose, march-in rights or ownership interest in or to any material Company Owned Intellectual Property, and no Group Company is under any obligation, by Contract or otherwise, to (w) exclusively license, (x) transfer, (y) forfeit or (z) otherwise grant any rights to any material Company Owned Intellectual Property to any Governmental Entity or Governmental Entity designee, and no such obligation has been tried to or threatened to be enforced by any Governmental Entity, in either case which could reasonably be expected to diminish, impair or otherwise restrict the ability of the Group Companies to use and exploit such Company Owned Intellectual Property or any Company Product, and the consummation of the Transactions contemplated hereby will not result in any such right of any Governmental Entity or obligation of a Group Company. Each Group Company has taken all reasonable steps required under any Government Contract and applicable Law to protect their respective rights in any material Company Owned Intellectual Property, so that no more than the minimum rights or licenses required under applicable regulations and Government Contract terms will have been provided to the receiving party and/or the Governmental Entity.

(h)   Except as would not reasonably be expected to have a Company Material Adverse Effect, to the Company’s knowledge, neither the operation of the business of the Group Companies, nor the use or exploitation of the Company Owned Intellectual Property or the Company Products, in each case, by the Group Companies has in the past six (6) years infringed, diluted, misappropriated or otherwise violated, and is not currently infringing, diluting, misappropriating, or otherwise violating, any Intellectual Property Rights of any other Person. Except as would not reasonably be expected to have a Company Material Adverse

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Effect, there are no and, in the past six (6) years, there have not been any, Proceedings pending or initiated, nor to the Company’s knowledge, has any Proceeding been threatened, either (i) alleging that a Group Company has infringed, misappropriated, diluted or otherwise violated any Intellectual Property Rights of any other Person, including any written notice or other written communication suggesting or offering that a Group Company obtain a license to any Intellectual Property Right of such a third Person, or (ii) challenging the ownership, use, patentability, validity, or enforceability of any Company Owned Intellectual Property. To the Company’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any Company Owned Intellectual Property in any material respect and no such claims have been made or threatened in writing by any of the Group Companies against any Person in the past six (6) years.

(i)   No Person other than the Group Companies possesses, or has a right to possess, a copy, in any form, of any source code for any Software constituting material Company Owned Intellectual Property (other than Creators of the Group Companies subject to confidentiality obligations with respect to such source code and solely to the extent necessary for them to maintain, use and develop such Software for the Group Companies). No Group Company has disclosed or delivered to any escrow agent or any other Person, other than employees or contractors who are subject to written agreements imposing enforceable confidentiality obligations, any of the source code that is material Company Owned Intellectual Property, and no other Person has the right, contingent or otherwise, to obtain access to or use any such source code. To the Company’s knowledge, no event has occurred, and no circumstance or condition exists, that would reasonably be expected to result in the delivery, license or disclosure of any material source code, material Proprietary Information or material trade secret that constitutes material Company Owned Intellectual Property to any Person who is not, as of the date the event occurs or circumstance or condition comes into existence, a current employee, consultant or independent contractor of a Group Company or other Person, in each case, subject to enforceable confidentiality obligations with respect thereto.

(j)   No Group Company accesses, uses, modifies, or links to, nor has accessed, used, modified, linked to, or created derivative works of, any Public Software in a manner which would subject (or purports to subject) any Group Company to any obligations (whether as set forth in the license for such Public Software or otherwise) that (i) require any material Company Owned Intellectual Property or material Software incorporated into any Company Product to be licensed, sold, disclosed, distributed, hosted or otherwise made available, including in source code form and/or for the purpose of making derivative works, for any reason, (ii) require any Group Company to grant to any Person a right to decompile, disassemble, reverse engineer or otherwise derive the source code or underlying structure of any such Company Owned Intellectual Property or Software incorporated into any Company Product, (iii) limit in any manner the ability to charge license fees or otherwise seek compensation in connection with marketing, licensing or distribution of any such Company Owned Intellectual Property or a Company Product, (iv) require any Group Company to grant a license to, or refrain from asserting or enforcing any Patents constituting any material Company Owned Intellectual Property or (v) otherwise impose or are likely to impose any material limitation, restriction or condition on the right or ability of the Group Companies to use, distribute or make available any Company Products or any material Company Owned Intellectual Property. Each Group Company is in compliance in all material respects with the terms and conditions of all relevant licenses for Public Software used in the business of the Group Companies, and to the Company’s knowledge, there is no material breach or default under any such Contract by a Group Company.

(k)   To the Company’s knowledge, there are no, and for the past three (3) years there has not been, any material defects or any Malicious Code in any of the Company Products offered by the Group Companies that have resulted in such Company Products not performing substantially in accordance with their user specifications or functionality descriptions in any material respect.

(l)   The Group Companies own, lease, license, or otherwise have the legal right to use all IT Assets material to the conduct of the businesses of the Group Companies as currently conducted. The IT Assets operate and perform as required by the Group Companies in all material respects, and have not materially malfunctioned or failed during the past three (3) years. Except as would not reasonably be expected to have a Company Material Adverse Effect, each Group Company has taken commercially reasonable actions designed to protect the integrity and security of the IT Assets (and all material information stored or contained therein or transmitted thereby), including by implementing procedures designed to inhibit unauthorized access and the introduction of any Malicious Code. To the Company’s knowledge, the Software

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constituting material Company Owned Intellectual Property and material IT Assets do not contain any Malicious Code. The Group Companies have implemented and maintain commercially reasonable security, disaster recovery and business continuity plans and procedures in all material respects.

(m)   In the past three (3) years, to the knowledge of the Company, there has been no actual or alleged material data security breach of, or unauthorized access to, the IT Assets, including any such breach or unauthorized access which resulted in the unauthorized, use, access, deletion, modification, corruption, or encryption of any material information or material data contained therein.

Section 3.14   Suppliers and Customers.

(a)   Section 3.14(a) of the Company Disclosure Schedules sets forth a complete and correct list of: (i) the eight (8) largest suppliers to the Group Companies from January 1, 2019 to December 31, 2021 (based on the aggregate Dollar amount paid to each such supplier by Group Companies during such period) (the “Top Suppliers”) and the aggregate Dollar amounts paid to each Top Supplier during such period and (ii) the eight (8) largest customers of the Company from January 1, 2019 to December 31, 2021 (the “Top Customers”).

(b)   Except as would not be material to the Group Companies, taken as a whole, as of the date hereof, the Company has not and, to the Company’s knowledge, no Group Company has, received any written notice, letter, complaint or other communication from any Top Supplier or Top Customer to the effect that it (i) has changed, modified, amended or reduced, or is reasonably likely to change, modify, amend or reduce, its business relationship with any Group Company in a manner that is, or is reasonably likely to be, adverse to any Group Company; or (ii) will fail to perform, or is reasonably likely to fail to perform, its obligations under any Contract with a Group Company in any manner that is, or is reasonably likely to be, adverse to any Group Company.

Section 3.15   Privacy and Data Security.

(a)   Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, the Group Companies comply, and since January 1, 2019 have complied, in all material respects with all: (i) applicable Privacy Laws; (ii) obligations imposed upon the Group Company regarding Personal Information under any Contracts; (iii) internal and public-facing privacy, data handling and/or data security policies of the Group Company; and (iv) applicable data privacy rules of applicable self-regulatory organizations.

(b)   Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, each of the Group Companies has established and implemented a comprehensive written security plan which implements and monitors commercially reasonable technical and organizational measures designed to safeguard the security, confidentiality, integrity and availability of IT Assets and Personal Information, in its possession, custody, or under its control, in accordance with applicable laws.

(c)   To the Company’s knowledge: (i) no Group Company has suffered any material security breach with respect to any Personal Information (including any such breach of security leading to the accidental or unlawful destruction, loss, alteration of Personal Information) and/or with respect to the IT Assets and there has been no material misuse, destruction, loss or alteration of, or unauthorized Processing of, access to, or disclosure of, any Personal Information in the possession, custody, or control of any of the Group Companies or Processed by the Group Companies (each, a “Personal Information Breach”); (ii) none of the Group Companies have experienced any information security incidents that have materially compromised the integrity or availability of the IT Assets or the data thereon; (iii) none of the Group Companies have been legally required to provide any notices to any Person as a result of any Personal Information Breach or information security incident.

(d)   Since January 1, 2019, each of the Group Companies ensure all cross border transfers of Personal Information are compliant with applicable Privacy Laws in all material respects.

(e)   Since January 1, 2019, each of the Group Companies that have distributed marketing communications to any Person and/or that have engaged (whether directly or through a third party) in any

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direct or behavioral marketing location tracking or customer tracking are compliant with applicable Privacy Laws in all material respects.

(f)   Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, the Group Companies have not sold or rented and are not selling or renting to third parties any Personal Information.

(g)   None of the Group Companies has received any written notice of any claims, investigations, or alleged violations of applicable Privacy Laws.

Section 3.16   Labor Matters.

(a)   Section 3.16(a)(i) of the Company Disclosure Schedules contains a complete and accurate list of all Group Employees (pseudonymized as required by applicable Privacy Laws), including each Group Employee’s, as of the date hereof,: (i) dates of employment; (ii) job title; (iii) compensation; (iv) employing entity; and (v) work location. As of the date hereof, Section 3.16(a)(ii) of the Company Disclosure Schedule contains a list of Company Management and other individuals not employed by the Company or its Subsidiaries that provide management services pursuant to services agreements with the Company or its Subsidiaries.

(b)   The Company has made available accurate and complete copies of all standard Company forms of employment agreement(s) and independent contractor agreement(s). Except as would not reasonably be expected to be material to the Group Companies, taken as a whole, and where required by applicable Law, Group Employees have executed an applicable form of the Company employment agreement(s).

(c)   Other than extension orders applicable to all employees in Israel, no Group Company is a party to or bound by any CBA, and no employees of any Group Company is represented by any labor organization, labor union, works council or other employee representative, employee delegate, representative or other employee collective group nor is there any duty on the part of any Group Company to give notice, consult or bargain with any labor union, labor organization, works council, employee delegate, representative or other employee collective group, and to the knowledge of the Company there are no labor organizations purporting to represent, or seeking to represent, any employees of any Group Company.

(d)   Except as would not be material to the Group Companies, taken as a whole, an arrangement pursuant to Section 14 of the Israeli Severance Pay Law, 5763-1963 (a “Section 14 Arrangement”), was properly applied in accordance with the terms of the general permit issued by the Israeli Minister of Labor regarding mandatory pension arrangement regarding all employees based on their full salaries and from the date of the commencement of their employment and, upon the termination of employment of any of the employees, the Company will not have to make any payment under the Severance Pay Law, 5763-1963, except for release of the funds accumulated in accordance with the applicable Section 14 Arrangement.

(e)   Since January 1, 2019, there is no, and there has been no, actual or, to the Company’s knowledge, threatened unfair labor practice charges, investigation of any kind or claims, by or before any Governmental Entity, material grievances, arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, hand billing or other material labor disputes against or affecting any Group Company. To the Company’s knowledge, no event has occurred and no condition or circumstance exists that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute. To the Company’s knowledge, since January 1, 2019, there are, and there have been, no actual or threatened organizing activities for union, works council or other form of employee representation with respect to any employees of any Group Company.

(f)   No Group Company has ever been party to a “relevant transfer” under the UK Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended, and/or any applicable national legislation having similar effect.

(g)   To the Company’s knowledge, no Key Employee or current employee who is a member of the Company Management is under notice of termination or has informed any Group Company of an intention to terminate his or her employment with the relevant Group Company prior to the one (1) year anniversary of the Closing.

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(h)   Except as set forth in Section 3.16(i) of the Company Disclosure Schedules, to the Company’s knowledge, no current or former employee or independent contractor of the Group Companies is in breach of a confidentiality, non-competition, non-solicitation or invention assignments obligation owed to the Group Companies with respect to such person or entity’s engagement with the Group Companies.

(i)   During the past three (3) years and currently, each Group Company: (i) has been in compliance in all material respects with each Law pertaining to employment and employment practices, including each Law relating to labor relations; equal employment opportunities; fair employment practices; employment discrimination, harassment, or retaliation; reasonable accommodation; disability rights or benefits; immigration and work authorizations; wages and hours; worker classification; overtime compensation; and termination of employees; working conditions; health and safety (including Laws related to COVID-19); leaves of absence; paid sick leave or vacation (including calculation of holiday pay); workers’ compensation and unemployment insurance. Each Group Employee is lawfully authorized to work in the jurisdiction in which he or she is employed or provides services according to applicable immigration Laws.

(j)   During the past three (3) years, no Group Company has experienced any collective redundancies, “mass layoffs,” “group terminations,” or “plant closings” or comparable event as defined by the WARN Act or any comparable Law in any jurisdiction in which any Group Company has or has had employees since January 1, 2019, including the UK Trade Union and Labour Relations (Consolidation) Act 1992.

(k)   No Group Company has, since January 1, 2019, incurred any material Liability with respect to any sexual harassment, or other discrimination, retaliation or policy violation allegations and to the Knowledge of the Company there are no allegations relating to officers or directors of any Group Company, that, if known to the public, would bring the Group Companies into material disrepute.

(l)   There are no material controversies pending or, to the knowledge of the Company, threatened, between any of the Group Companies and any of its current or former employees or contractors.

Section 3.17   Insurance.   Section 3.17 of the Company Disclosure Schedules sets forth a list of all Insurance Policies as of the date of this Agreement. Except as set forth on Section 3.17 of the Company Disclosure Schedules or as would not be material to the Group Companies, taken as a whole, all such Insurance Policies are in full force and effect, all premiums due and payable thereon as of the date of this Agreement have been paid in full as of the date of this Agreement, the Group Companies are not in breach or default of, and neither has taken any action or failed to take any action which (with or without notice or lapse of time, or both) would constitute such a breach or default, or would permit termination or modification of, any such policy and true and complete copies of all such policies have been made available to SPAC. As of the date hereof, no Group Company has received any written notice of cancellation or termination of any such Insurance Policies. To the knowledge of the Company, as of the date of this Agreement, no material claim by any Group Company is pending under any Insurance Policies as to which coverage has been denied or disputed by the underwriters thereof (other than a customary reservation of rights notice).

Section 3.18   Tax Matters.

(a)   Each Group Company has prepared and filed all income and other material Tax Returns required to have been filed by it, all such Tax Returns are true and complete in all material respects, and each Group Company has timely paid all income and other material Taxes required to have been paid by it regardless of whether shown on a Tax Return.

(b)   Each Group Company has (i) complied with all applicable Laws relating to the collection, withholding, reporting and remittance of material Taxes; (ii) timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, individual independent contractor, other service providers, creditors, equity interest holder or other third-party; and (iii) materially complied with all information reporting provisions in accordance with applicable laws, including the preparation and timely filing of all Forms W-2 and 1099 required with respect thereto. For the avoidance of doubt, such payments include all payments and deemed payments for the exercise, conversion, repayment and cancellation of stock options, warrants, convertible securities, and convertible debt and equity equivalents of the Company and its Subsidiaries.

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(c)   No deficiencies for any material amount of Taxes against any of the Group Companies have been claimed, proposed or assessed in writing by any Tax Authority that remain unpaid, except for deficiencies which are being contested in good faith and with respect to which adequate reserves have been established. No Group Company is currently the subject of a material Tax audit or examination with respect to any Taxes. No Group Company has been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed in each case with respect to material Taxes.

(d)   No Group Company is party to any agreement (or has otherwise agreed) to extend or waive the time in which any Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect.

(e)   No Group Company is or has been a real property corporation (Igud Mekarke’in) within the meaning of such term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963.

(f)   Any Group Company required to be registered for purposes of Israeli value added tax is duly registered and has complied in all material respects with the requirements concerning Israeli value added Tax (“VAT”). Each Group Company (i) has not made any exempt transactions (as defined in the Israeli Value Added Tax Law, 5736-1975 (the “Israeli VAT Law”)) and there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable or paid on inputs, supplies, and other transactions and imports made by it, (ii) if and to the extent applicable, has collected and timely remitted to the relevant taxing authority all output VAT which it is required to collect and remit, to the extent required under any applicable Law and (iii) has not received a refund for input VAT for which it is not entitled under any applicable Law. No non-Israeli Group Company is required to register in Israel for Israeli VAT purposes.

(g)   No Group Company is benefiting, has benefited or during the last three (3) years has applied for benefits from any grants, exemption, tax holiday, reduced tax rates or accelerated depreciation under the Israeli Law for the Encouragement of Capital Investments, 5719-1959 (the “Capital Investment Law”), including but not limited to Preferred Technological Enterprise, Preferred Enterprise, Benefitted Enterprise and Approved Enterprise Status. No Group Company has retained earnings that would be subject to Israeli corporate Tax due to the distribution of a “dividend” from such earnings (as the term “dividend” is specifically defined by the ITA in the framework of the Capital Investment Law) or other actions that are deemed as dividend for these purposes.

(h)   No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings (including any “taxation decision” ​(Hachlatat Misui) from the ITA), technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to a Group Company which agreement or ruling would be effective after the Closing Date.

(i)   No Group Company is or has been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(j)   (i) No Group Company participates or engages in, nor for the past two (2) years has participated or engaged in, any transaction listed in Section 131(g) of the Ordinance and the Israeli Income Tax Regulations (Reportable Tax Planning), 5767-2006, promulgated thereunder; (ii) no Group Company is taking, or in the last two (2) years has taken, a Tax position that is subject to reporting under Section 131E of the Ordinance; (iii) no Group Company in the last two (2) years has obtained a legal or Tax opinion that is subject to reporting under Section 131D of the Ordinance; and (iv) no Group Company is engaging in or is part of, nor in the last two (2) years has engaged in or was part of, any action or transaction that is classified as a “reportable opinion” under Section 67C of the Israeli VAT Law or a “reportable position” under Section 67D of the Israeli VAT Law, in each case, that has not been disclosed in the relevant Tax Return of the relevant Group Company.

(k)   There are no Liens for Taxes on any assets of the Group Companies other than Permitted Liens.

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(l)   Each Foreign Benefit Plan that is intended to qualify as a capital gains route plan under Section 102(b)(2) of the Ordinance has received an approval letter from the ITA or is otherwise deemed approved by the ITA. Except as set forth in Section 3.18(l) of the Company Disclosure Schedules, all equity awards granted pursuant to such Foreign Benefit Plan and all shares issued pursuant to such equity awards were and are currently in compliance with the applicable requirements of Section 102(b)(2) of the Ordinance and the written requirements and guidance of the ITA, including the filing of the necessary documents with the ITA, the appointment of an authorized 102 Trustee, and the due deposit of such securities with the 102 Trustee pursuant to the terms of Section 102(b)(2) of the Ordinance and the guidance published by the ITA on July 24, 2012, and clarification dated November 6, 2012, in each case, or as otherwise provided in tax rulings obtained by the Group Companies from the ITA.

(m)   During the two (2)-year period ending on the date of this Agreement, no Group Company was a “distributing corporation” or a “controlled corporation” in a transaction purported or intended to be governed by Section 355 of the Code.

(n)   No Group Company is subject to any restrictions or limitations pursuant to Part E2 of the Ordinance or pursuant to any Tax ruling made with reference to the provisions of such Part E2 or otherwise.

(o)   No Group Company (i) has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which was a Group Company) or (ii) has any Liability for the Taxes of any Person (other than a Group Company) under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-United States Law), as a transferee or successor or by Contract (other than any Contract entered into in the ordinary course of business and the principal purpose of which does not relate to Taxes).

(p)   No written claims have ever been made by any Tax Authority in a jurisdiction where a Group Company does not file Tax Returns or pays Taxes that such Group Company is or may be subject to taxation by, or required to file Tax Returns in, that jurisdiction, which claims have not been resolved or withdrawn.

(q)   No Group Company is a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business and the principal purpose of which does not relate to Taxes).

(r)   Each Group Company is, and has always been, Tax resident only in its jurisdiction of formation and is, and has always been, “managed and controlled” ​(as such term is defined under the Ordinance) in its country of formation. No Group Company is engaged in or has ever been engaged in a trade or business through a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business or activities causing it to be subject to Taxes imposed or collected by any taxing jurisdiction in a country other than the country in which it is organized.

(s)   Each Group Company is in compliance in all material respects with all applicable transfer pricing Laws, and the prices for any property or services provided by or to any Group Company are arm’s length prices for purposes of the applicable Laws, including Treasury Regulations promulgated under Section 482 of the Code and Section 85A of the Ordinance and the Income Tax Regulations Determination of Market Terms, 57672006 and, including to the extent required, the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Group Companies.

(t)   No Group Company organized or formed under the laws of a jurisdiction outside of the United States (i) is a “surrogate foreign corporation” or “expatriated entity” within the meaning of Section 7874 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or is treated as a U.S. corporation for U.S. federal Tax purposes by reason of the application of Sections 269B or 7874(b) of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or (ii) was created or organized in the United States such that such entity would be taxable in the United States as a domestic entity pursuant to the dual charter provision of Treasury Regulation Section 301.7701-5(a) (or any corresponding or similar provision of state, local or non-U.S. Tax Law).

(u)   No Group Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as

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a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) installment sale made on or prior to the Closing Date; (iii) prepaid amount received on or prior to the Closing Date; or (iv) use of an improper method of accounting for a taxable period on or prior to the Closing Date.

(v)   The Company is treated as a corporation for U.S. federal (and applicable state and local) income Tax purposes. Neither the Company nor any of its Subsidiaries has filed any entity classification election under Treasury Regulation Section 301.7701-3.

Section 3.19   Brokers.   Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 3.19 of the Company Disclosure Schedules (which fees shall be the sole responsibility of the Company, except as otherwise provided in Section 8.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company or any of its Affiliates for which any of the Group Companies has any obligation.

Section 3.20   Real and Personal Property.

(a)   Owned Real Property.   Except as would not be material to the Group Companies as a whole, the Company or another member of the Group Companies has good and marketable fee simple title to the Owned Real Property free and clear of any Liens other than the Permitted Liens. The Company Disclosure Schedules contain a true and complete list (including, without limitation, legal descriptions), as of the date hereof, of the Owned Real Property. As of the Agreement Date, the Company has not (i) received written notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any of the Owned Real Properties.

(b)   Leased Real Property.   Section 3.20(b)(i) of the Company Disclosure Schedules sets forth a true and complete list (including street addresses) of all real property leased, subleased, or similarly used or occupied by any of the Group Companies (the “Leased Real Property”) and all material Real Property Leases pursuant to which any Group Company is a tenant or landlord as of the date of this Agreement. True and complete copies of all such Real Property Leases (including, for the avoidance of doubt, all amendments, extensions, renewals, guaranties and other material agreements with respect thereto) have been made available to SPAC. Each Real Property Lease is in full force and effect and is a valid, legal and binding obligation of the applicable Group Company party thereto, enforceable in accordance with its terms against such Group Company and, to the Company’s knowledge, each other party thereto (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no material breach or default by any Group Company or, to the Company’s knowledge, any counterparty or third-party under any such Real Property Lease, and, to the Company’s knowledge, no event has occurred which (with or without notice or lapse of time or both) would constitute a material breach or default or would permit termination of, or a material modification or acceleration thereof by any party to such Real Property Leases. Except as set forth on Section 3.20(b) of the Company Disclosure Schedules, with respect to each of the Real Property Leases: (i) the possession and quiet enjoyment of the Leased Real Property by the applicable Group Company party thereto under such Real Property Lease has not been disturbed in any material respects, and to the Company’s knowledge, there are no material disputes with respect to such Real Property Lease; (ii) the applicable Group Company party thereto has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (iii) the applicable Group Company party thereto has not collaterally assigned or granted any other security interest in such Real Property Lease or any interest therein. The Leased Real Property comprises all of the material real property used by the Group Companies.

Section 3.21   Transactions with Affiliates.   Section 3.21 of the Company Disclosure Schedules sets forth (a) all Contracts between any Group Company, on the one hand, and any officer, director, employee, partner, member, manager, direct or indirect equityholder of more than 5% of the outstanding equity of the Company as of the date hereof or Affiliate of any Group Company (other than another Group Company), on the other hand (each Person identified in this clause (a), a “Company Related Party”), and (b) the Shareholder Agreement, each and every side letter and management rights letter with shareholders, each shareholders’ agreement, voting agreement, registration rights agreement, co-sale agreement or other similar

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Contract of any Group Company, including any Contract granting any shareholder of the Company investor rights, rights of first refusal, rights of first offer, registration rights, director designation rights or similar rights, but excluding, for the avoidance of doubt, the Ancillary Documents (collectively, the “Company Investor Agreements”), in each case other than (i) Contracts with respect to or otherwise incident to a Company Related Party’s employment or other similar engagement with (including benefit plans and other compensation from) any of the Group Companies entered into in the ordinary course of business, (ii) Contracts with respect to a Company Shareholder’s or a holder of Company Options’s status as a holder of Equity Securities of the Company and (iii) Contracts entered into after the date of this Agreement that are either permitted pursuant to Section 5.1(b) or entered into in accordance with Section 5.1(b). All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 3.21 are referred to herein as “Company Related Party Transactions”. To the Company’s knowledge, except as set forth on Section 3.21 of the Company Disclosure Schedules, no officer or director of the Company (i) has any direct or indirect financial interest in, or is an officer, director, manager, employee or consultant of, (A) any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of any Group Company or (B) any other entity in any business arrangement or relationship with any Group Company; provided, however, that the ownership of securities listed on any national securities exchange representing less than 5% of the outstanding voting power of any Person with no seat of a board of directors (or other similar governing body) shall not be deemed to be a “financial interest” in any such Person; (ii) has any interest in any property, asset or right used by the Group Company for the business; (iii) has outstanding any Indebtedness owed to any Group Company; or (iv) has received any funds from the Group Company since the date of the Latest Balance Sheet, except for employment-related compensation received in the ordinary course of business.

Section 3.22   Compliance with International Trade & Anti-Corruption Laws.

(a)   During the past 5 (five) years, and except where the failure to be, or to have been, in compliance with such Laws has not been or would not, individually or in the aggregate, reasonably be expected to be material to the Company taken as a whole, neither the Group Companies nor, to the Company’s knowledge, any of their Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been (i) a Person named on any Israel, US, UK, EU, or UN sanctions list; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws; (iii) an entity fifty-percent (50%) or more owned, or by any means solely or jointly controlled, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaged in dealings with or for the benefit of any Person described in clauses (i) through (iii).

(b)   Neither the Group Companies, their directors or officers, nor, to the Company’s knowledge, any of their employees, agents, or any other Persons acting for or on behalf of any of the Group Companies has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, promised, authorized, paid or received any improper payment in violation of any Israel, US, UK, EU, or other applicable Anti-Corruption Laws. The Group Companies have implemented and maintained policies and procedures reasonably designed to promote compliance with Anti-Corruption Laws.

(c)   To the knowledge of the Company, there is no current investigation, allegation, request for information, or other inquiry by any Governmental Entity regarding the actual or possible violation of the Anti-Corruption Laws or Sanctions and Export Control Laws by any Group Company and during the past five (5) years, no Group Company has received any written notice that there is any investigation, allegation, request for information, or other inquiry by any Governmental Entity regarding an actual or possible violation of the Anti-Corruption Laws or Sanctions and Export Control Laws.

(d)   No Group Company is, or is required to be, registered with the Israeli Ministry of Defense as a security exporter. Except as set forth in Section 3.22(d) of the Company Disclosure Schedules, the business of the Group Companies and Merger Sub does not involve the use or development of, or engagement in, encryption technology, or other technology whose development, commercialization, marketing or export is restricted under Israeli Law, and the business of the Group Companies does not require any Group Company to obtain a license from the Israeli Ministry of Economy or the Israeli Ministry of Defense or an

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authorized body thereof pursuant to Section 2(a) of the Israeli Control of Products and Services Declaration (Engagement in Encryption), 5734-1974, nor does it involve any product, software or technology that are included in the UK Strategic Export Control Lists which require a license from the UK Export Control Joint Unit (ECJU) except to the extent that any UK export licenses that are required have been granted by the ECJU, or any other legislation regulating the development, commercialization, marketing or export of technology.

(e)   No Group Company, as of the date of this Agreement, produces, designs, tests, manufactures, fabricates or develops “critical technologies” as that term is defined in 31 C.F.R. § 800.215; performs the functions as set forth in column 2 of Appendix A to 31 C.F.R. part 800 with respect to covered investment “critical infrastructure”; or maintains or collects, directly or indirectly, “sensitive personal data” as that term is defined in 31 C.F.R. § 800.241; and, therefore, no Group Company is a “TID U.S. business” within the meaning of 31 C.F.R. § 800.248.

Section 3.23   PIPE Financing.   The Company has entered into Subscription Agreements with Subscribers for the sale of PIPE Shares and PIPE Warrants upon Closing, pursuant to which such Subscribers have committed to provide equity financing (subject to the terms and conditions thereof) in the aggregate gross amount of approximately $29,100,000.

Section 3.24   Equity Line of Credit.   The Company has entered into the Equity Line of Credit pursuant to which the counterparty thereto has agreed to purchase from the Company up to an aggregate of $75,000,000 of Company Ordinary Shares (subject to the terms and conditions thereof).

Section 3.25   Governmental Grants;

(a)   Except as disclosed in Section 3.25(a) of the Company Disclosure Schedules, no material Governmental Grants were received by any Group Company. As of the date hereof, there are no pending applications for Governmental Grants by any Group Company.

(b)   Since January 1, 2018, except as is not and would not reasonably be expected to be material to the Group Companies, taken as a whole, all Group Companies have been and are currently in compliance in all material respects with all the terms, conditions, requirements of all Governmental Grants (including any reporting and exploitation requirements including with respect to any Company Owned Intellectual Property) and any applicable Law in connection thereto, and has duly fulfilled all conditions, undertakings and other obligations relating thereto.

Section 3.26   Information Supplied.   None of the information relating to the Group Companies or Merger Sub supplied or to be supplied by or on behalf of the Group Companies or Merger Sub expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement will, when the Registration Statement / Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the SPAC Shareholders or at the time of the SPAC Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Group Companies make no representations or warranties as to the information contained or incorporated by reference in or omitted from the Registration Statement / Proxy Statement in reliance upon and in conformity with information furnished in writing to the Group Companies by or on behalf of SPAC specifically for inclusion in the Registration Statement / Proxy Statement.

Section 3.27   Investigation; No Other Representations.

(a)   The Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, SPAC and (ii) it has been furnished with or given access to such documents and information about SPAC and its businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the Transactions.

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(b)   In entering into this Agreement and the Ancillary Documents to which it is or will be a party, the Company has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article IV and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of SPAC, any SPAC Non-Party Affiliate or any other Person, either express or implied, and the Company, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article IV and in the Ancillary Documents to which it is or will be a party, none of SPAC, any SPAC Non-Party Affiliate nor any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the Transactions.

(c)   The Company acknowledges and agrees that any cost estimates, projections or other predictions, any data, any financial information, any SPAC SEC reports, or any memoranda or offering materials or presentations, including, but not limited to, any offering memorandum or similar materials made available by or on behalf of SPAC are not and shall not be deemed to be or to include representations or warranties of SPAC, any SPAC Non-Party Affiliate or any other Person, and are not and shall not be deemed to be relied upon by the Company or any Company Non-Party Affiliate in executing, delivering or performing this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Section 3.28   EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES.    NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS Article III OR THE ANCILLARY DOCUMENTS, NONE OF THE COMPANY, MERGER SUB, ANY COMPANY NON-PARTY AFFILIATE OR ANY OTHER PERSON MAKES, AND THE COMPANY AND MERGER SUB EACH EXPRESSLY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE GROUP COMPANIES OR MERGER SUB THAT HAVE BEEN MADE AVAILABLE TO SPAC OR ANY OF ITS REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE GROUP COMPANIES OR MERGER SUB BY THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC OR ANY SPAC NON-PARTY AFFILIATE IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 3.28, CLAIMS AGAINST ANY GROUP COMPANY, MERGER SUB, OR ANY OTHER PERSON SHALL NOT BE LIMITED IN ANY RESPECT IN THE EVENT OF INTENTIONAL FRAUD UNDER DELAWARE LAW IN THE MAKING OF THE REPRESENTATIONS AND WARRANTIES IN ARTICLE III AND THE REPRESENTATIONS AND WARRANTIES IN THE ANCILLARY DOCUMENTS BY SUCH PERSON.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES RELATING TO SPAC

(a)   Except as set forth in the SPAC Disclosure Schedules (subject to Section 8.19), or (b) except for any representations or warranties in this Article IV that are not SPAC Fundamental Representations, as set forth in any SPAC SEC Reports (excluding (x) any disclosures in any “risk factors” section that do not constitute statements of fact, (y) disclosures in any forward-looking statements disclaimers and (z) other disclosures that are generally cautionary, predictive or forward-looking in nature), SPAC hereby represents and warrants to the Company as follows:

Section 4.1   Organization and Qualification.   SPAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, and as of immediately prior to

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the Closing, will be an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. The copies of the Governing Documents of SPAC previously delivered by SPAC to the Company are true, correct and complete and are in effect as of the date of this Agreement. SPAC is, and at all times has been, in compliance in all material respects with all restrictions, covenants, terms and provisions set forth in its memorandum and articles of association.

Section 4.2   Authority.

(a)   SPAC has the requisite corporate power and authority (i) to execute and deliver this Agreement and each of the Ancillary Documents (other than the Plan of Merger) to which it is or will be a party, (ii) subject to receipt of the SPAC Shareholder Approval, to execute and deliver the Plan of Merger, and (iii) subject to the consents, approvals, authorizations and other requirements set out in Section 4.3(a) and the receipt of the SPAC Shareholder Approval, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Subject to the receipt of the SPAC Shareholder Approval, the execution and delivery of this Agreement, the Ancillary Documents to which SPAC is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of SPAC. This Agreement has been and each Ancillary Document to which SPAC is or will be a party will be, upon execution and delivery thereof, duly and validly executed and delivered by SPAC and constitutes or will constitute, upon execution and delivery thereof, as applicable, a valid, legal and binding agreement of SPAC (assuming this Agreement has been and the Ancillary Documents to which SPAC is or will be a party are or will be, upon execution and delivery thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto or thereto, as applicable), enforceable against SPAC in accordance with their terms (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(b)   At a meeting duly called and held and in accordance with the Companies Act and the SPAC Memorandum and Articles of Association, the SPAC Board has unanimously: (i) determined that it is in the best interests of SPAC to enter into this Agreement and the Ancillary Documents to which SPAC is or will be a party; (ii) approved this Agreement, the Ancillary Documents to which SPAC is or will be a party and the transactions contemplated hereby and thereby (including the Merger) and (iii) recommended, upon the terms and subject to the conditions set forth in this Agreement, the approval of the SPAC Shareholder Proposals by the holders of SPAC Shares entitled to vote thereon.

Section 4.3   Consents and Requisite Governmental Approvals; No Violations.

(a)   No Consent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of SPAC with respect to SPAC’s execution or delivery of, or performance of its obligations under, this Agreement or the Ancillary Documents to which it is or will be party or the consummation of the transactions contemplated by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (ii) compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents, or the Transactions, (iii) filing of the Plan of Merger and related documentation as required under the Companies Act, (iv) filings or approvals pursuant to any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (v) the SPAC Shareholder Approval, or (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not prevent, materially delay or materially impair the ability of SPAC to consummate the Transactions.

(b)   Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 4.3(a), neither the execution, delivery or performance by SPAC of this Agreement nor the Ancillary Documents to which SPAC is or will be a party nor the consummation by SPAC of the transactions contemplated hereby or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the SPAC Memorandum and Articles of Association, (ii)

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result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice) under, any of the terms, conditions or provisions of any Contract to which SPAC is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which SPAC or any of its properties or assets are bound or (iv) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) of SPAC, except, in the case of any of clauses (ii) through (iv) above, as would not, individually or in the aggregate, reasonably be expected to be material to the SPAC or reasonably be expected to have a material effect on the ability of SPAC to enter into or perform its obligations under this Agreement or consummate the Transactions.

Section 4.4   Brokers.   Except for fees (including the amounts due and payable assuming the Closing occurs) set forth on Section 4.4 of the SPAC Disclosure Schedules (which fees shall be the sole responsibility of SPAC, except as otherwise provided in Section 8.6), no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of SPAC for which SPAC or any of its Affiliates, including Sponsor, has any obligation.

Section 4.5   Information Supplied.   None of the information supplied or to be supplied by or on behalf of SPAC expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement / Proxy Statement will, when the Registration Statement / Proxy Statement is declared effective or when the Registration Statement / Proxy Statement is mailed to the SPAC Shareholders or at the time of the SPAC Shareholders Meeting, and in the case of any amendment thereto, at the time of such amendment, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 4.6   Capitalization of SPAC.

(a)   Section 4.6(a) of the SPAC Disclosure Schedules sets forth a true and complete statement as of the date of this Agreement of the number and class or series (as applicable) of the issued and outstanding SPAC Shares and SPAC Warrants. All outstanding Equity Securities of SPAC have been duly authorized and validly issued and are fully paid and non-assessable. The issuance of SPAC Shares upon the exercise or conversion, as applicable, of Equity Securities that are derivative securities, will, upon exercise or conversion in accordance with the terms of such Equity Securities against payment therefor, be duly authorized, validly issued, fully paid, and non-assessable. Except as set forth in Section 4.6(a) of the SPAC Disclosure Schedules, such Equity Securities (i) were not issued in violation of the SPAC Memorandum and Articles of Association or any applicable Law and (ii) are not subject to any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person (other than transfer restrictions under applicable Securities Laws or under the SPAC Memorandum and Articles of Association) and were not issued in violation of any preemptive rights, call option, right of first refusal, subscription rights, transfer restrictions or similar rights of any Person. Except for the SPAC Shares and SPAC Warrants set forth on Section 4.6(a) of the SPAC Disclosure Schedules (subject to any SPAC Shareholder Redemption Rights), any SPAC Class A Shares which may be issued upon the conversion of SPAC Class B Shares in accordance with the SPAC Memorandum and Articles of Association, immediately prior to Closing, there shall be no other outstanding Equity Securities of SPAC.

(b)   Except as disclosed in the SPAC SEC Reports, in Section 4.6(b) of the SPAC Disclosure Schedules, as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions any SPAC Working Capital Loans or as otherwise mutually agreed to by the Company and SPAC, there are no outstanding (A) equity appreciation, phantom equity or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require SPAC, and, except as expressly contemplated by this Agreement, the Ancillary Documents or the Transactions, any SPAC Working Capital Loans or as otherwise mutually agreed in writing by the Company and SPAC, there is no obligation of SPAC, to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities of SPAC or securities convertible into or exchangeable for Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or as set out in the SPAC Memorandum and Articles of Association, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise

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acquire any securities or Equity Securities of SPAC. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules and any SPAC Working Capital Loans, there are no outstanding bonds, debentures, notes or other Indebtedness of SPAC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which SPAC Shareholders may vote. Except as disclosed in the SPAC SEC Reports or in Section 4.6(b) of the SPAC Disclosure Schedules, SPAC is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to SPAC Shares or any other Equity Securities of SPAC. SPAC does not own any Equity Securities in any other Person or have any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any Equity Securities, or any securities or obligations exercisable or exchangeable for or convertible into any Equity Securities, of such Person.

Section 4.7   SEC Filings.   SPAC has timely filed or furnished all statements, forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to Federal Securities Laws since its IPO (collectively, and together with any exhibits and schedules thereto and other information incorporated therein, and as they have been supplemented, modified or amended since the time of filing, the “SPAC SEC Reports”). Each of the SPAC SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded the initial filing, complied in all material respects with the applicable requirements of the Federal Securities Laws (including, as applicable, the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder) applicable to the SPAC SEC Reports. As of their respective dates of filing, the SPAC SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, as applicable, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the SPAC SEC Reports.

Section 4.8   Trust Account.

(a)   As of the date of this Agreement, SPAC has an amount in cash in the Trust Account of approximately $201,000,000. The funds held in the Trust Account are (a) invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations and (b) held in trust pursuant to that certain Investment Management Trust Agreement, dated as of September 14, 2021 (the “Trust Agreement”), between SPAC and the Exchange Agent, as trustee (the “Trustee”). There are no separate agreements, side letters or other agreements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect or, to SPAC’s knowledge, that would entitle any Person to any portion of the funds in the Trust Account (other than (i) in respect of deferred underwriting commissions or Taxes, (ii) the SPAC Shareholders who shall have elected to redeem their SPAC Shares pursuant to the SPAC Memorandum and Articles of Association or (iii) if SPAC fails to complete a business combination within the allotted time period set forth in the SPAC Memorandum and Articles of Association and liquidates the Trust Account, subject to the terms of the Trust Agreement, SPAC (in limited amounts to permit SPAC to pay the expenses of the liquidation, dissolution and winding up of SPAC) and then the SPAC Shareholders). Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the SPAC Memorandum and Articles of Association and the Trust Agreement. SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent, in any material respect, in performance or any other respect (claimed or actual) in connection with, the Trust Agreement and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. There are no claims or Proceedings pending with respect to the Trust Account. Since September 14, 2021, SPAC has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, including the distribution of assets from the Trust Account (A) in respect of deferred underwriting commissions or Taxes or (B) to the SPAC Shareholders who have elected to redeem their SPAC Class A Shares pursuant to the SPAC Memorandum and Articles of Association, each in accordance with the terms

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of and as set forth in the Trust Agreement, SPAC shall have no further obligation under either the Trust Agreement or the SPAC Memorandum and Articles of Association to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

(b)   Assuming the accuracy of the representations and warranties of the Company Parties contained herein and the compliance by each of the Company Parties with its respective obligations hereunder, SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to SPAC on the Closing Date following the Effective Time (after disbursements in respect of deferred underwriting commissions, Taxes, and to the SPAC Shareholders who shall have elected to redeem their SPAC Class A Shares pursuant to the SPAC Memorandum and Articles of Association).

Section 4.9   Indebtedness.   Except as set forth in Section 4.9 of the SPAC Disclosure Schedules, as of the date hereof, SPAC does not have, or have any Contract requiring it to enter into or incur, any obligations with respect to or under any Indebtedness.

Section 4.10   Transactions with Affiliates.   Section 4.10 of the SPAC Disclosure Schedules sets forth all Contracts between (a) SPAC, on the one hand, and (b) any officer, director, employee, partner, member, manager, direct or indirect equityholder (including Sponsor) or Affiliate of either SPAC or Sponsor, on the other hand (each Person identified in this clause (b), a “SPAC Related Party”). Except as set forth in Section 4.10 of the SPAC Disclosure Schedules, no SPAC Related Party (A) owns any interest in any material asset used in the business of SPAC, (B) possesses, directly or indirectly, any material financial interest in, or is a director or executive officer of, any Person which is a material client, supplier, customer, lessor or lessee of SPAC or (C) owes any material amount to, or is owed material any amount by, SPAC. All Contracts, arrangements, understandings, interests and other matters that are required to be disclosed pursuant to this Section 4.10 are referred to herein as “SPAC Related Party Transactions”.

Section 4.11   Litigation.   As of the date of this Agreement, there is (and since its incorporation, there has been) no Proceeding pending or, to SPAC’s knowledge, threatened against or involving or otherwise affecting SPAC or its assets, including any condemnation or similar proceedings. Neither SPAC nor any of its properties or assets is subject to any material Order. As of the date of this Agreement, there are no material Proceedings by SPAC pending, or to the SPAC’s knowledge, threatened against any other Person. There is no unsatisfied judgment or any open injunction binding upon SPAC which could have a material effect on the ability of SPAC to enter into, perform its obligations under this Agreement and consummate the Transactions.

Section 4.12   Compliance with Applicable Law.   SPAC is (and since its incorporation, has been) in compliance in all material respects with all applicable Laws. SPAC has not received any written notice from any Governmental Entity of a violation of any applicable Law by SPAC at any time since its formation, which violation would reasonably be expected to have a material effect on the ability of SPAC to enter into, perform its obligations under this Agreement and consummate the Transactions.

Section 4.13   Business Activities.

(a)   Since its IPO, SPAC has held all IPO proceeds in the Trust Account (other than any amounts permitted to be disbursed under the terms of the Trust Agreement and as described in the SPAC Prospectus) for the purpose of being used to consummate, and in the conduct of business following, its Business Combination. Except as set forth in the SPAC Memorandum and Articles of Association, there is no Contract binding upon SPAC or to which SPAC is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of it, any acquisition of property by it or the conduct of business by it (including, in each case, following the Closing).

(b)   Except for this Agreement and the Transactions, SPAC does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any corporation, company, partnership, joint venture, business, trust or other entity. Except for this Agreement and the Transactions, SPAC has no interests, rights, obligations or liabilities with respect to, or is party to, bound by or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a business combination.

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(c)   Except for this Agreement and the agreements expressly contemplated hereby or as set forth in Section 4.13(c) of the SPAC Disclosure Schedules, SPAC is not and at no time has been, party to any Contract with any other Person that would require payments by SPAC in excess of $100,000 in the aggregate with respect to any individual Contract or more than $500,000 in the aggregate when taken together with all other Contracts (other than this Agreement and the agreements expressly contemplated hereby and Contracts set forth in Section 4.13(c) of the SPAC Disclosure Schedules).

(d)   There is no liability, debt or obligation against SPAC, except for liabilities and obligations (i) reflected or reserved for on SPAC’s consolidated balance sheet as of September 30, 2021 or disclosed in the notes thereto, (ii) that have arisen since the date of SPAC’s consolidated balance sheet as of September 30, 2021 in the ordinary course of the operation of business of SPAC or that are set forth in Section 4.13(d) of the SPAC Disclosure Schedules or (iii) incurred in connection with or contemplated by this Agreement and/or the Transactions or (iv) that would not reasonably be expected to be, individually or in the aggregate, material to SPAC.

Section 4.14   Internal Controls; Listing; Financial Statements.

(a)   Except as is not required in reliance on exemptions from various reporting requirements by virtue of SPAC’s status as an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, or “smaller reporting company” within the meaning of the Exchange Act, since its IPO, (i) SPAC has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC’s financial statements for external purposes in accordance with GAAP and (ii) SPAC has established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to SPAC is made known to SPAC’s principal executive officer and principal financial officer by others within SPAC. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer and principal financial officer to material information required to be included in SPAC’s financial statements included in SPAC’s periodic reports required under the Exchange Act.

(b)   SPAC has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act. There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC.

(c)   Since its IPO, SPAC has complied in all material respects with all applicable listing and corporate governance rules and regulations of NASDAQ. The issued and outstanding SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “EDNC”. The issued and outstanding SPAC Public Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “EDNCW”. The issued and outstanding SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on NASDAQ under the symbol “EDNCU”. As of the date of this Agreement, there is no Proceeding pending or, to the knowledge of SPAC, threatened against SPAC by NASDAQ or the SEC with respect to any intention by such entity to deregister either the SPAC Class A Shares, SPAC Public Warrants, or SPAC Units prohibit or terminate the listing of the SPAC Class A Shares, SPAC Public Warrants, or SPAC Units on NASDAQ. Neither SPAC nor any of its Affiliates has taken any action that is designed to terminate the registration of the SPAC Class A Shares, SPAC Public Warrants, or SPAC Units under the Exchange Act except as contemplated by this Agreement. SPAC has not received any notice from NASDAQ or the SEC regarding the revocation of such listing or otherwise regarding the delisting of the SPAC Class A Shares, SPAC Public Warrants, or SPAC Units from NASDAQ or the SEC.

(d)   The SPAC SEC Reports contain true and complete copies of the applicable SPAC Financial Statements. The SPAC Financial Statements (i) fairly present in all material respects the financial position of SPAC as at the respective dates thereof, and the results of its operations, shareholders’ equity and cash flows for the respective periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and

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subject, in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (iii) in the case of the audited SPAC Financial Statements, were audited in accordance with the standards of the PCAOB and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

(e)   SPAC has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for SPAC’s assets. SPAC maintains and, for all periods covered by the SPAC Financial Statements, has maintained books and records of SPAC in the ordinary course of business that are accurate and complete and reflect the revenues, expenses, assets and liabilities of SPAC in all material respects.

(f)   Since its incorporation, SPAC has not received any written complaint, allegation, assertion or claim that there is (i) a “significant deficiency” in the internal controls over financial reporting of SPAC to SPAC’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of SPAC to SPAC’s knowledge or (iii) fraud, whether or not material, that involves management or other employees of SPAC who have a significant role in the internal controls over financial reporting of SPAC.

(g)   As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. None of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Section 4.15   No Undisclosed Liabilities.   Except for the Liabilities (a) set forth in Section 4.15 of the SPAC Disclosure Schedules, (b) incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of its covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions (it being understood and agreed that the expected third-parties that are, as of the date hereof, entitled to fees, expenses or other payments in connection with the matters described in this clause (b) shall be set forth on Section 4.15 of the SPAC Disclosure Schedules), (c) that are incurred in connection with or incident or related to SPAC’s incorporation or continuing corporate existence, which are immaterial in nature, (d) that are incurred in connection with activities that are administrative or ministerial, in each case, which are immaterial in nature, (e) that are either permitted pursuant to Section 5.9(e) or incurred in accordance with Section 5.9(e) (for the avoidance of doubt, in each case, with the written consent of the Company) or (f) set forth or disclosed in the SPAC Financial Statements included in the SPAC SEC Reports, SPAC has no Liabilities of the type required to be set forth on a balance sheet in accordance with GAAP.

Section 4.16   Tax Matters.

(a)   SPAC has prepared and filed all income and other material Tax Returns required to have been filed by it, all such Tax Returns are true and complete in all material respects, and SPAC has timely paid all income and other material Taxes required to have been paid or deposited by it regardless of whether shown on a Tax Return.

(b)   SPAC has (i) complied with all applicable Laws relating to the collection, withholding, reporting and remittance of material Taxes; (ii) timely withheld and paid to the appropriate Tax Authority all material amounts required to have been withheld and paid in connection with amounts paid or owing to any employee, individual independent contractor, other service providers, creditors, equity interest holder or other third-party; and (iii) materially complied with all information reporting provisions in accordance with applicable laws, including the preparation and timely filing of all Forms W-2 and 1099 required with respect thereto. For the avoidance of doubt, such payments include all payments and deemed payments for the exercise, conversion, repayment and cancellation of stock options, warrants, convertible securities, and convertible debt and equity equivalents of SPAC.

(c)   No deficiencies for any material amount of Taxes against SPAC have been claimed, proposed or assessed in writing by any Tax Authority that remain unpaid, except for deficiencies which are being contested in good faith and with respect to which adequate reserves have been established. SPAC is not currently the

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subject of a material Tax audit or examination with respect to any Taxes. SPAC has not been informed in writing of the commencement or anticipated commencement of any Tax audit or examination that has not been resolved or completed, in each case with respect to material Taxes.

(d)   SPAC is not party to any agreement (or has otherwise agreed) to extend or waive the time in which any Tax may be assessed or collected by any Tax Authority, other than any such extensions or waivers that are no longer in effect.

(e)   No “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax Law), private letter rulings, technical advice memoranda or similar agreements or rulings have been entered into or issued by any Tax Authority with respect to SPAC which agreement or ruling would be effective after the Closing Date.

(f)   SPAC is not and has not been a party to any “listed transaction” as defined in Section 6707A of the Code and Treasury Regulations Section 1.6011-4 (or any corresponding or similar provision of state, local or non-U.S. income Tax Law).

(g)   There are no Liens for Taxes on any assets of SPAC other than Permitted Liens.

(h)   During the two (2)-year period ending on the date of this Agreement, SPAC was not a “distributing corporation” or a “controlled corporation” in a transaction purported or intended to be governed by Section 355 of the Code.

(i)   SPAC (i) has not been a member of an affiliated group filing a consolidated U.S. federal income Tax Return or (ii) has no any Liability for the Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or non-United States Law) as a transferee or successor or by Contract (other than any Contract entered into in the ordinary course of business and the principal purpose of which does not relate to Taxes).

(j)   No written claims have ever been made by any Tax Authority in a jurisdiction where SPAC does not file Tax Returns or pays Taxes that SPAC is or may be subject to taxation by, or is required to file Tax Returns in, that jurisdiction, which claims have not been resolved or withdrawn.

(k)   SPAC is not a party to any Tax allocation, Tax sharing or Tax indemnity or similar agreements (other than one that is included in a Contract entered into in the ordinary course of business and the principal purpose of which does not relate to Taxes).

(l)   To the knowledge of SPAC, no shareholder in the SPAC who holds 5% or more of the SPAC Shares is tax resident in Israel or has a fixed place of business in Israel.

(m)   SPAC will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date; (ii) installment sale made on or prior to the Closing Date; (iii) prepaid amount received on or prior to the Closing Date; or (iv) use of an improper method of accounting for a taxable period on or prior to the Closing Date.

(n)   SPAC is treated as a corporation for U.S. federal (and applicable state and local) income Tax purposes.

(o)   SPAC is tax resident only in its jurisdiction of formation. SPAC is not and has never been engaged in a trade or business through a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business or activities causing it to be subject to Taxes imposed or collected by any taxing jurisdiction in a country other than the country in which it is organized.

Section 4.17   Material Contracts; No Defaults.

(a)   The SPAC has filed as an exhibit to the SPAC SEC Reports all Contracts, including every “material contract” ​(as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, SPAC is a party or by which any of its respective assets are bound.

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(b)   Each Contract of a type required to be filed as an exhibit to the SPAC SEC Reports, whether or not filed, was entered into at arm’s length. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type required to be filed as an exhibit to the SPAC SEC Reports, whether or not filed, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of SPAC, and, to the knowledge of the SPAC, the other parties thereto, and are enforceable by SPAC to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at law), (ii) the SPAC and, to the knowledge of the SPAC, the counterparties thereto, are not in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) SPAC has not received any written or oral claim or notice of material breach of or material default under any such Contract, (iv) no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by SPAC or any other party thereto (in each case, with or without notice or lapse of time or both) and (v) SPAC has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Section 4.18   Absence of Changes.   Since the date of SPAC’s incorporation, (a) no change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on the business, results of operations or financial condition of SPAC or the ability of SPAC to enter into, perform its obligations under this Agreement or consummate the Transactions and (b) except for commercially reasonable actions and omissions taken as a result of COVID-19 and COVID-19 Measures, or as expressly contemplated by this Agreement, any Ancillary Document or in connection with the Transactions, (i) SPAC has conducted its business in the ordinary course in all material respects and (ii) SPAC has not taken any action that would require the consent of the Company if taken during the period from the date of this Agreement until the Closing pursuant to Section 5.10.

Section 4.19   Employee Benefit Plans.   SPAC does not (a) have any employees or (b) maintain, contribute to or have any material obligation or liability, any “employee benefit plan” as defined in Section 3(3) of ERISA or any other material, written plan, policy, program, arrangement or agreement (other than employment agreements) providing compensation or benefits to any current or former director, officer, employee, independent contractor or other service provider of SPAC, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements, but not including any plan, policy, program, arrangement or agreement that covers only former directors, officers, employees, independent contractors and service providers and with respect to which SPAC has no remaining obligations or liabilities (collectively, the “SPAC Benefit Plans”) and neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (either alone or in combination with another event) will (i) result in any material payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of SPAC or (ii) result in the acceleration, vesting or creation of any rights of any director, officer or employee of SPAC to material (x) payments or (y) benefits or (z) increases in any existing payments or benefits or any loan forgiveness.

Section 4.20   Sponsor Letter Agreement.   SPAC has delivered to the Company a true, correct and complete copy of the Sponsor Letter Agreement. The Sponsor Letter Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by SPAC. The Sponsor Letter Agreement is a legal, valid and binding obligations of SPAC and, to the knowledge of SPAC, each other party thereto and neither the execution or delivery by any party thereto, nor the performance of any party’s obligations under, the Sponsor Letter Agreement violates any provision of, or results in the breach of or default under, or requires any filing, registration or qualification under, any applicable Law. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of SPAC under any material term or condition of the Sponsor Letter Agreement.

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Section 4.21   Investment Company Act.   SPAC is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.22   Charter Provisions.   As of the date of this Agreement, there is no shareholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which SPAC is subject, party or otherwise bound.

Section 4.23   Compliance with International Trade & Anti-Corruption Laws.

(a)   Since SPAC’s incorporation, neither SPAC nor, to SPAC’s knowledge, any of its Representatives, or any other Persons acting for or on behalf of any of the foregoing, is or has been, (i) a Person named on any Israel, US, EU and UN Sanctions list and Export Control Laws; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any comprehensive Sanctions and Export Control Laws (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); (iii) an entity owned, or by any means solely or jointly controlled, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaged in dealings with or for the benefit of any Person described in clauses (i) through (iii).

(b)   Since SPAC’s incorporation, neither SPAC, its directors or officers, nor, to SPAC’s knowledge, any of its employees, agents, or any other Persons acting for or on behalf of any of SPAC has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, promised, authorized, paid or received any improper payment in violation of any applicable Anti-Corruption Laws. SPAC has implemented and maintained policies and procedures reasonably designed to promote compliance with Anti-Corruption Laws, Sanctions and Export Control Laws.

(c)   To the knowledge of SPAC, there is no current investigation, allegation, request for information, or other inquiry by any Governmental Entity regarding the actual or possible violation of the Anti-Corruption Laws by SPAC and since its date of incorporation, SPAC has not received any written notice that there is any investigation, allegation, request for information, or other inquiry by any Governmental Entity regarding an actual or possible violation of the Anti-Corruption Laws.

Section 4.24   Investigation; No Other Representations.

(a)   SPAC, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects, of the Group Companies and (ii) it has been furnished with or given access to such documents and information about the Group Companies and their respective businesses and operations as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement, the Ancillary Documents and the Transactions.

(b)   In entering into this Agreement and the Ancillary Documents to which it is or will be a party, SPAC has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in Article III and in the Ancillary Documents to which it is or will be a party and no other representations or warranties of the Company, any Company Non-Party Affiliate or any other Person, either express or implied, and SPAC, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in Article III and in the Ancillary Documents to which it is or will be a party, none of the Company, any Company Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied, in connection with or related to this Agreement, the Ancillary Documents or the Transactions.

(c)   SPAC acknowledges and agrees that any cost estimates, projections or other predictions, any data, any financial information or any memoranda or offering materials or presentations, including any offering memorandum or similar materials made available by any Group Company or Merger Sub are not and shall not be deemed to be or to include representations or warranties of the Company, Merger Sub any Company Non-Party Affiliate or any other person, and are not and shall not be deemed to be relied upon by SPAC or

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any SPAC Non-Party Affiliate in executing, delivering or performing this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby.

Section 4.25   Residency.   SPAC is a non-Israeli resident company that has no activities in Israel, and its activity is controlled and managed outside of Israel. Each of SPAC’s directors, officers, managers and general managers are non-Israeli residents and conduct SPAC’s activity outside of Israel.

Section 4.26   EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES.    NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY PARTIES OR ANY OF ITS OR THEIR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IV AND THE ANCILLARY DOCUMENTS, NEITHER SPAC, NOR ANY SPAC NON-PARTY AFFILIATE OR ANY OTHER PERSON MAKES, AND SPAC EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF SPAC THAT HAVE BEEN MADE AVAILABLE TO THE COMPANY PARTIES OR ANY OF ITS OR THEIR REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF SPAC BY OR ON BEHALF OF THE MANAGEMENT OF SPAC OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR BY THE ANCILLARY DOCUMENTS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY, MERGER SUB, OR ANY COMPANY NON-PARTY AFFILIATE IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 4.26, CLAIMS AGAINST SPAC OR ANY OTHER PERSON SHALL NOT BE LIMITED IN ANY RESPECT IN THE EVENT OF INTENTIONAL FRAUD UNDER DELAWARE LAW IN THE MAKING OF THE REPRESENTATIONS AND WARRANTIES IN ARTICLE IV AND THE REPRESENTATIONS AND WARRANTIES IN THE ANCILLARY DOCUMENTS BY SUCH PERSON.

ARTICLE V.
COVENANTS

Section 5.1   Conduct of Business of the Company.

(a)   From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law (including COVID-19 Measures), as set forth on Section 5.1(a) of the Company Disclosure Schedules, or as consented to in writing by SPAC (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned or delayed), use its commercially reasonable efforts to (i) conduct and operate the business of the Group Companies in the ordinary course in all material respects, (ii) maintain and preserve intact in all material respects the business organization, assets, properties and material business relations of the Group Companies, taken as a whole, (iii) keep available the services of the Key Employees of the Company and (iv) preserve existing relations and goodwill of the Group Companies with major customers, supplies, distributors and creditors of the Group Companies (as determined by the gross revenue contributed to the Group Companies by or the aggregate expenses or other amounts paid by the Group Companies to, such Persons, as applicable).

(b)   Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall, and the Company shall cause its Subsidiaries to, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law (including COVID-19 Measures), as set forth on Section 5.1(b) of the Company Disclosure Schedules or as consented to in writing by SPAC (such consent, not to be unreasonably withheld, conditioned or delayed), not do any of the following:

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(i)   declare, set aside, make or pay a dividend on, or make any other distribution or payment (whether in cash, shares, stock or property) in respect of, any Equity Securities of any Group Company or Merger Sub or repurchase, redeem or otherwise acquire or offer to repurchase, redeem or otherwise acquire, any outstanding Equity Securities of any Group Company or Merger Sub, other than (x) dividends or distributions, declared, set aside or paid by any of the Company’s Subsidiaries, (y) any dividends or distributions required under the Governing Documents of any joint venture of any Subsidiaries of the Company, if any, and (z) repurchases of any Equity Securities pursuant to its existing equity incentive awards as of the date hereof in accordance with the terms thereof existing as of the date hereof (or equity incentive awards permitted to be issued pursuant to this Agreement on and after the date hereof);

(ii)   (A) merge, consolidate, combine or amalgamate any Group Company or Merger Sub with any Person or (B) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof;

(iii)   adopt any amendments, supplements, restatements or modifications to any Group Company’s or Merger Sub’s Governing Documents or the Shareholder Agreement;

(iv)   subdivide, split, consolidate, combine or reclassify any of its share capital, capital stock or other Equity Securities or issue any other security in respect of, in lieu of or in substitution for shares of its share capital or capital stock;

(v)   (A) transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or voluntarily subject to a Lien (other than a Permitted Lien or a Lien in respect of the Equity Securities of the Company), any Equity Securities of any Group Company or Merger Sub or (B) grant any options, restricted stock, restricted stock units, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Group Company or Merger Sub to issue, deliver or sell any Equity Securities of any Group Company, other than (i) to employees and independent contractors of the Group Companies (but not to any of the individuals listed on Schedule 5.1(b)(v)(i)) in the ordinary course of business consistent with past practice in a cumulative amount not to exceed 600,000 Company Options, in each case, out of the Company Equity Plan, (ii) the issuance of shares of capital stock of the Company upon the exercise of any Company Option outstanding on the date of this Agreement (or equity incentive awards permitted to be issued pursuant to this Agreement on and after the date hereof) in accordance with the terms of the applicable Company Equity Plan and the underlying grant, award or similar agreement, (iii) pursuant to the PIPE Subscription Agreements or (iv) in connection with any financing between the date of this Agreement and the Closing Date in accordance with the terms and parameters set forth on Schedule 5.1(b)(v)(ii) (each, a “Permitted Interim Financing”);

(vi)   incur, create or assume any Indebtedness for borrowed money in excess of $5,000,000 (either individually or in the aggregate), other than (x) any amounts payable under purchase orders, including any trade payables, (y) between the Company and any of its wholly owned Subsidiaries or between any of such wholly owned Subsidiaries or (z) in connection with borrowings, extensions of credit and other financial accommodations under the Company’s and Subsidiaries’ existing credit facilities, notes and other existing Indebtedness and, in each case, any refinancings thereof (excluding the Backstop Financing);

(vii)   make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person, other than (A) intercompany loans or capital contributions between the Company and any of its Subsidiaries, (B) the reimbursement of expenses of employees in the ordinary course of business, (C) prepayments and deposits paid to suppliers of any Group Company in the ordinary course of business, (D) trade credit extended to customers of the Group Companies in the ordinary course of business, (E) advances to wholly owned Subsidiaries of the Company and (F) other such loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person in an aggregate amount not to exceed $2,000,000;

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(viii)   except (v) as permitted by Section 5.1(b)(v)(B), (w) as required under the existing terms of any Employee Benefit Plan, (x) as required under the terms of this Agreement (including pursuant to Section 5.16 of this Agreement), (y) as required by any applicable Law or (z) in the ordinary course of business, (A) adopt, enter into, terminate or materially amend or modify any material Employee Benefit Plan of any Group Company, (B) materially increase the compensation payable to any member of Company Management, (C) accelerate, by any action or omission of any Group Company, any payment, right to payment, vesting or benefit, or the funding of any payment, right to payment, vesting or benefit, payable or to become payable to any member of Company Management, or (D) waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any member of Company Management;

(ix)   (i) materially modify, extend (other than extension in the ordinary course of business), terminate, negotiate, or enter into any CBA or (ii) recognize or certify any labor union, works council, or other labor organization or group of employees of the Group Companies as the bargaining representative for any employees of the Group Companies;

(x)   hire, engage, terminate (without cause), furlough, or temporarily lay off any member of Company Management;

(xi)   implement or announce any closings, employee layoffs, furloughs, reductions-in-force, reduction in terms and conditions of employment, or other personnel actions that could implicate the WARN Act;

(xii)   make, change or revoke any material election concerning Taxes (including, for the avoidance of doubt, making any U.S. federal income Tax entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) with respect to the Company), change or otherwise modify any material income or other method of accounting as such relates to Taxes, amend any material Tax Return, surrender any right to claim a material refund of Taxes, enter into any Tax closing agreement, settle any material Tax claim or assessment, change the Company’s jurisdiction of Tax residence, or consent to any extension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment;

(xiii)   enter into any settlement, conciliation or similar Contract outside of the ordinary course of business the performance of which would involve the payment by the Group Companies in excess of either $2,500,000 individually or $5,000,000 in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on any Group Company (or SPAC or any of its Affiliates after the Closing);

(xiv)   authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial winding up, liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Group Company (other than dormant entities) or Merger Sub, or to voluntarily initiate or permit or consent to any proceeding of insolvency, bankruptcy, receivership, administration, conservatorship or other similar proceeding involving any Group Company (other than dormant entities) or Merger Sub;

(xv)   change any Group Company’s methods of accounting in any material respect, other than changes that are made in accordance with IFRS or PCAOB standards;

(xvi)   enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;

(xvii)   except for entries, modifications, amendments, waivers or terminations in the ordinary course of business, enter into, materially modify, materially amend, waive any material right under or voluntarily terminate (excluding any termination for breach by the counterparty(ies) or expiration in accordance with its terms), any Contract required to be disclosed on Section 3.7(a) of the Company Disclosure Schedules or any material Real Property Lease (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract or Real Property Lease pursuant to its terms);

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(xviii)   sell, lease, license, encumber or otherwise dispose of any properties or assets material to the Group Companies, taken as a whole, except for the sale, lease, license, or disposition in the ordinary course of business;

(xix)   close any material facility or discontinue any material line of business or material business operations;

(xx)   incur any Lien on or transfer (other than pursuant to non-exclusive licenses), let lapse, abandon, sell, assign, exclusively license, or dispose of any material Company Owned Intellectual Property (in each case, other than in the ordinary course of business);

(xxi)   except (A) pursuant to Company’s budget set forth in Section 5.1(b)(xxi) of the Company Disclosure Schedules, and (B) capital expenditures in the ordinary course of business consistent with past practice necessary to maintain, repair and/or prevent damage to any of the Company’s assets or as is necessary in the event of an emergency situation, after prior notice to SPAC (provided that if the nature of such emergency renders prior notice to SPAC impracticable, Company shall provide notice to SPAC as promptly as practicable after making such capital expenditure), make or commit to make any capital expenditures in excess of $3,000,000 in the aggregate;

(xxii)   engage in any material new line of business; or

(xxiii)   enter into any Contract to take, or cause to be taken, any of the actions set forth in this Section 5.1.

(c)   Notwithstanding anything in this Section 5.1 or this Agreement to the contrary, (i) nothing set forth in this Agreement shall give SPAC, directly or indirectly, the right to control or direct the operations of the Group Companies prior to the Closing, (ii) COVID Measures of a type described in clause (ii) of the definition thereof shall in no event be deemed to constitute a breach of this Section 5.1; provided, however, (x) in the case of clause (ii), the Company shall give SPAC prior written notice of any material such act or omission to the extent reasonably practicable, which notice shall describe in reasonable detail the act or omission and the reason(s) that and such act or omission is being taken, or omitted to be taken, pursuant to clause (ii) and, in the event that it is not reasonably practicable for the Company to give the prior written notice described in this clause (ii), the Company shall instead give such written notice to SPAC promptly after such act or omission, and (y) in no event shall clause (ii) be applicable to any act or omission of the type described in Section 5.1(b)(i), Section 5.1(b)(ii), Section 5.1(b)(iv), Section 5.1(b)(vii), Section 5.1(b)(viii), Section 5.1(b)(x), Section 5.1(b)(xii) or Section 5.1(b)(xiv) (to the extent related to any of the foregoing), and the Company shall consider in good faith any suggestions of SPAC with respect to such act or omission. Notwithstanding the foregoing, in no event shall any failure to give notice by the Company in good faith pursuant to this Section 5.1(c) constitute a breach of this Agreement.

Section 5.2   Efforts to Consummate; Litigation.

(a)   Subject to the terms and conditions herein provided, each of the Parties shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary or advisable to consummate and make effective as promptly as reasonably practicable the transactions contemplated by this Agreement (including (i) the satisfaction, but not waiver, of the closing conditions set forth in Article VI and, in the case of any Ancillary Document to which such Party will be a party after the date of this Agreement, to execute and deliver such Ancillary Document when required pursuant to this Agreement and (ii) using reasonable best efforts to obtain (x) the PIPE Financing on the terms and subject to the conditions set forth in the Subscription Agreements and (y) the Backstop Financing). Without limiting the generality of the foregoing, each of the Parties shall use reasonable best efforts to obtain, file with or deliver to, as applicable, any Consents of any Governmental Entities or other Persons necessary, proper or advisable to consummate the Transactions (including (i) the filing of any Form F-4 as provided in Section 5.7 and (ii) any filing by the Company of a notification with the IIA as required in connection with the Governmental Grants obtained by the Group Companies (as accompanied, if required under the IIA Law, by the IIA Undertaking(s) (as such terms are defined below))). The Company on the one hand, and SPAC, on the other hand, shall, each, pay fifty percent (50%) of all costs incurred in connection with obtaining such Consents; provided, however, that each Party shall bear its out-of-pocket costs and expenses in connection with the preparation of any filing for any such Consents. Each Party shall respond as promptly as reasonably

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practicable to any requests by any Governmental Entity for additional information and documentary material that may be requested pursuant to any Law. SPAC shall promptly inform the Company of any communication between SPAC, on the one hand, and any Governmental Entity, on the other hand, and the Company shall promptly inform SPAC of any communication between any Company Party, on the one hand, and any Governmental Entity, on the other hand, in either case, regarding any of the Transactions. Without limiting the foregoing, each Party and its respective Affiliates shall not enter into any agreement with any Governmental Entity to delay or not to consummate the Transactions, except with the prior written consent of SPAC and the Company. Nothing in this Section 5.2 or this Agreement obligates any Party or any of its Affiliates to agree to (A) sell, license or otherwise dispose of, or hold separate and agree to sell, license or otherwise dispose of, any entities, assets or facilities of any Group Company or any entity, facility or asset of such Party or any of its Affiliates, (B) terminate, amend or assign existing relationships and contractual rights or obligations, (C) amend, assign or terminate existing licenses or other agreements, (D) enter into new licenses or other agreements or (E) enter into any consent decree or similar arrangement. No Party shall agree to any of the foregoing measures with respect to any other Party or any of its Affiliates, except with SPAC’s and the Company’s prior written consent.

(b)   From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company Parties, on the other hand, shall, to the extent permitted by applicable Law, (i) use reasonable best efforts to furnish to each other all information required or appropriate for any application or other filing to be made pursuant to any Antitrust Law or any investment laws or laws that provide for review of national security or defense matters in connection with the transactions contemplated by this Agreement or the Ancillary Documents, (ii) keep each other apprised of the status of matters relating to any Consent of any Governmental Entity contemplated by this Agreement or any Ancillary Document, (iii) give counsel for the Company Parties (in the case of SPAC) or SPAC (in the case of any Company Party), a reasonable opportunity to review in advance, and consider in good faith the views of the other in connection with, any proposed written communication to any Governmental Entity relating to the Transactions, and (iv) consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of either Party in connection with judicial proceedings under or relating to any Antitrust Law or any investment laws or laws that provide for review of national security or defense matters. To the extent reasonably practicable and permitted by applicable Law, each of the Parties agrees not to participate in any substantive meeting or discussion, either in person or by telephone with any Governmental Entity in connection with the transactions contemplated by this Agreement unless it consults with, in the case of any Company Party, SPAC, or, in the case of SPAC, any Company Party, in advance and, to the extent not prohibited by such Governmental Entity, gives, in the case of any Company Party, SPAC, or, in the case of SPAC, the Company, the opportunity to attend and participate in such meeting or discussion. If any Party receives a request for additional information or documentary material from any such Governmental Entity with respect to the transactions contemplated by this Agreement or the Ancillary Documents, then such Party will use its reasonable best efforts to make, or cause to be made, as expeditiously as possible and after consultation with the other Parties, an appropriate response to such request.

(c)   From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, SPAC, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly after learning of any shareholder demands or other shareholder Proceedings (including derivative claims) relating to this Agreement, any Ancillary Document or any matters relating thereto (collectively, the “Transaction Litigation”) commenced against, in the case of SPAC, SPAC or any of its Representatives (in their capacity as a Representative of SPAC) or, in the case of the Company and Merger Sub, any Group Company or Merger Sub or any of their respective Representatives (in their capacity as a Representative of any Group Company or Merger Sub). SPAC and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other in connection therewith. Notwithstanding the foregoing, (1) SPAC shall, subject to and without limiting the covenants and agreements, and the rights of the Company, set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation that is commenced against SPAC or

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any of its Representatives (in their capacity as a Representative of SPAC); provided, however, that in no event shall SPAC or any of its Representatives settle or compromise any such Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for the Company to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of the Company, any other Group Company, Merger Sub and their respective Representative(s) that are the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by the Company, any other Group Company, Merger Sub or any of their respective Representative(s) thereof, would otherwise constitute a Company Liability or is payable by SPAC (other than by cash held outside of the Trust Account and paid prior to Closing) or (y) any non-monetary, injunctive, equitable or similar relief against the Company, any other Group Company, Merger Sub, SPAC or any of their respective Representatives or (C) contains an admission of wrongdoing or Liability by the Company, any other Group Company, Merger Sub, SPAC or any of their respective Representatives) and (2) the Company shall, subject to and without limiting the covenants and agreements, and the rights of the SPAC, set forth in the immediately preceding sentence, control the negotiation, defense and settlement of any such Transaction Litigation that is commenced against any Group Company or Merger Sub or any of their respective Representatives (in their capacity as a Representative of any Group Company or Merger Sub); provided, however, that in no event shall the Company, any other Group Company, Merger Sub or any of their respective Representatives settle or compromise any Transaction Litigation without the prior written consent of SPAC (not to be unreasonably withheld, conditioned or delayed, provided that it shall be deemed to be reasonable for SPAC to withhold, condition or delay its consent if any such settlement or compromise (A) does not provide for a legally binding, full, unconditional and irrevocable release of SPAC and its Representative(s) that are the subject of such Transaction Litigation, (B) provides for (x) the payment of cash any portion of which is payable by SPAC or its Representative(s) thereof or would otherwise constitute a liability of SPAC or (y) any non-monetary, injunctive, equitable or similar relief against SPAC or any of its Representatives or (C) contains an admission of wrongdoing or Liability by SPAC or any of its Representatives).

Section 5.3   Confidentiality and Access to Information.

(a)   The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict.

(b)   From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, the Company shall, subject to the Confidentiality Agreement, provide, or cause to be provided, to SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies, including financial information used in the preparation of the Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any privacy Law, (B) result in the disclosure of any trade secrets of third-parties in breach of any Contract with such third-party, (C) violate any legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company or Merger Sub, on the one hand, and SPAC, any SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the

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Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

(c)   From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, SPAC shall provide, or cause to be provided, to the Company and, subject to execution and delivery of a confidentiality agreement in a customary form, its Representatives (i) during normal business hours reasonable access to the directors, officers, books and records of SPAC (in a manner so as to not interfere with the normal business operations of SPAC) and (ii) information that is reasonably necessary for the Company to calculate the SPAC Expenses and Aggregate Transaction Proceeds. Notwithstanding the foregoing, SPAC shall not be required to provide, or cause to be provided to, the Company or any of its Representatives any Evaluation Material.

Section 5.4   Public Announcements.

(a)   Subject to Section 5.4(b), Section 5.7 and Section 5.8, none of the Parties or any of their respective Representatives shall issue any press releases or make any public announcements with respect to this Agreement or the transactions contemplated hereby without the prior written consent of, prior to the Closing, the Company and SPAC or, after the Closing, the Company; provided, however, that each Party may make any such announcement or other communication (i) if such announcement or other communication is required by applicable Law, in which case (A) prior to the Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Company, if the disclosing party is SPAC, or SPAC, if the disclosing party is any Company Party, to review such announcement or communication and the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith, or (B) after the Closing, the disclosing Party and its Representatives shall use commercially reasonable efforts to consult with the Company and the disclosing Party shall consider such comments in good faith, (ii) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with this Section 5.4 and (iii) subject to the terms of Section 5.2, to Governmental Entities in connection with any Consents required to be made under this Agreement, the Ancillary Documents or in connection with the Transactions.

(b)   The initial press release concerning this Agreement and the transactions contemplated hereby shall be a joint press release in the form agreed by the Company and SPAC prior to the execution of this Agreement and such initial press release (the “Signing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement on the day thereof. Promptly after the execution of this Agreement, SPAC shall file a current report on Form 8-K (the “Signing Filing”) with the Signing Press Release and a description of this Agreement as required by, and in compliance with, the Securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and SPAC shall consider such comments in good faith. The Company, on the one hand, and SPAC, on the other hand, shall mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either the Company or SPAC, as applicable) a press release announcing the consummation of the transactions contemplated by this Agreement (the “Closing Press Release”) prior to the Closing, and, on the Closing Date, the Parties shall cause the Closing Press Release to be released. Promptly after the Closing (but in any event within four (4) Business Days after the Closing), the Company shall file a current report on Form 8-K (the “Closing Filing”) with the Closing Press Release and a description of the Closing as required by Securities Laws. In connection with the preparation of each of the Signing Press Release, the Signing Filing, the Closing Press Release and the Closing Filing, each Party shall, upon written request by any other Party, furnish such other Party with all information concerning itself, its directors, officers and equityholders, and such other matters as may be reasonably necessary for such press release or filing.

Section 5.5   Tax Matters.

(a)   Transfer Taxes.    Notwithstanding anything to the contrary contained herein, each of the Company and SPAC shall pay fifty percent (50%) of all transfer, documentary, sales, use, stamp, registration, value added or other similar Taxes (which, for the avoidance of doubt, shall not include any Tax imposed on or determined with reference to income, profits, gross receipts, or direct or indirect capital gains) incurred in connection with the Merger and the other transactions contemplated hereby (“Transfer Taxes”). The

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Parties shall file (or cause to be filed) all necessary Tax Returns with respect to all such Transfer Taxes. The Parties agree to reasonably cooperate to (i) sign and deliver such resale and other certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce) any such Transfer Taxes and (ii) prepare and file (or cause to be prepared and filed) all Tax Returns in respect of any such Transfer Taxes.

(b)   Tax Treatment.    It is intended that the Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and this Agreement constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3 (the “Intended Tax Treatment”). Each of the Parties hereto agrees to report for all Tax purposes in a manner consistent with the Intended Tax Treatment, and not otherwise take any U.S. federal income tax position inconsistent with, this Section 5.5(b), in each case, to the extent permitted by Law. No Party shall assert that such reporting is not permitted by Law unless (i) such Party first makes a determination in good faith based on advice of a law firm or accounting firm that such reporting is not permitted by Law and (ii) consults in good faith with the other Parties and the Sponsor about such determination. Each of the Parties hereto further acknowledges and hereby agrees that (A) it is not a condition to the Closing that (i) the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code or, and (B) neither SPAC nor any Group Company shall have any liability or obligation to any Person (including any Person who at any time held shares or warrants of SPAC) if the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code or the transfer of SPAC Shares by any SPAC Shareholder does not qualify for an exception to Section 367(a)(1) of the Code.

(c)   So long as there has not been an agreement by Sponsor, SPAC, and the Company that the Intended Tax Treatment is not permitted by Law or a “determination” within the meaning of Section 1313 of the Code that the tax treatment is not permitted by Law, the Group Companies shall use reasonable best efforts to comply with the covenants set forth in Annex B (the “Reorganization Covenants”).

Section 5.6   Exclusive Dealing.

(a)   The Company shall immediately cease and cause to be terminated all existing discussions and negotiations with any parties with respect to any proposal that constitutes or may be reasonably expected to constitute or lead to a Company Acquisition Proposal. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company Parties shall not, and shall cause the other Group Companies not to, and shall not authorize or permit their respective Representatives to, and shall use their reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public offering of any Equity Securities of any Group Company or Merger Sub (or any Affiliate or successor of any Group Company or Merger Sub); (v) waive or otherwise forbear in the enforcement of any rights or other benefits under confidential information agreements relating to a Company Acquisition Proposal, including without limitation any “standstill” or similar provisions thereunder, or (vi) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

(b)   From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, SPAC shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a SPAC Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that would reasonably be expected to lead to, a SPAC Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a SPAC Acquisition Proposal; (iv) prepare or take any steps in connection with an offering of any securities of SPAC (or any Affiliate or successor of SPAC); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing.

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Section 5.7   Preparation of Registration Statement / Proxy Statement.    As promptly as reasonably practicable following the date of this Agreement, SPAC and the Company shall prepare and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed by either SPAC or the Company, as applicable): (a) a proxy statement (such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) to be filed with the SEC as part of the Registration Statement / Proxy Statement relating to the SPAC Transaction Proposals to be submitted to the SPAC Shareholders at the SPAC Shareholders Meeting, all in accordance with and as required by the SPAC Memorandum and Articles of Association, applicable Law, and any applicable rules and regulations of the SEC and NASDAQ and (b) a registration statement on Form F-4 to be filed with the SEC by the Company pursuant to which the Company Securities will be registered with the SEC and that will include the Proxy Statement (such document, the “Registration Statement / Proxy Statement”), all in accordance with and as required by the SPAC Memorandum and Articles of Association, applicable Law, and any applicable rules and regulations of the SEC and NASDAQ. Each of SPAC and the Company shall use its commercially reasonable efforts to (a) cause the Registration Statement / Proxy Statement to comply in all material respects with the applicable rules and regulations promulgated by the SEC (including, with respect to the Group Companies, the provision of financial statements of, and any other information with respect to, the Group Companies for all periods, and in the form, required to be included in the Registration Statement / Proxy Statement under Securities Laws (after giving effect to any waivers received) or in response to any comments from the SEC); (b) promptly notify the other party of, reasonably cooperate with each other with respect to and respond promptly to any comments of the SEC or its staff; (c) have the Registration Statement / Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after it is filed with the SEC; and (d) keep the Registration Statement / Proxy Statement effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement. SPAC, on the one hand, and the Company, on the other hand, shall promptly furnish, or cause to be furnished, to the other all information concerning such Party, its Non-Party Affiliates and their respective Representatives that may be required or reasonably requested in connection with any action contemplated by this Section 5.7 or for including in any other statement, filing, notice or application made by or on behalf of the Company or SPAC to the SEC or NASDAQ in connection with the Transactions. If any Party becomes aware of any information that should be disclosed in an amendment or supplement to the Registration Statement / Proxy Statement, then (i) such Party shall promptly inform, in the case of any Company Party, SPAC, or, in the case of SPAC, the Company, thereof; (ii) such Party shall prepare and mutually agree upon with, in the case of SPAC, the Company, or, in the case of the Company, SPAC (in either case, such agreement not to be unreasonably withheld, conditioned or delayed), an amendment or supplement to the Registration Statement / Proxy Statement; (iii) the Company shall file such mutually agreed upon amendment or supplement with the SEC; and (iv) the Parties shall reasonably cooperate, if appropriate, in mailing such amendment or supplement to the SPAC Shareholders and the Company Shareholders. The Company shall as promptly as reasonably practicable advise SPAC of the time of effectiveness of the Registration Statement / Proxy Statement, the issuance of any stop order relating thereto or the suspension of the qualification of the Company Securities for offering or sale in any jurisdiction, and the Company and SPAC shall each use its commercially reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of the Parties shall use commercially reasonable efforts to ensure that none of the information related to him, her or it or any of his, her or its Non-Party Affiliates or its or their respective Representatives, supplied by or on his, her or its behalf for inclusion or incorporation by reference in the Registration Statement / Proxy Statement will, at the time the Registration Statement / Proxy Statement is initially filed with the SEC, at each time at which it is amended, or at the time it becomes effective under the Securities Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company and/or its designees shall pay all fees in connection with the registration of the Company Securities and the filing of the Registration Statement / Proxy Statement.

Section 5.8   SPAC Shareholder Approval.

(a)   SPAC shall, as promptly as reasonably practicable after the Registration Statement / Proxy Statement is declared effective under the Securities Act, (a) establish the record date for, duly call, give notice of, convene and hold a meeting of SPAC Shareholders (the “SPAC Shareholders Meeting”) in accordance with the SPAC Memorandum and Articles of Association and applicable Law, solely for the purpose of (i) providing SPAC Shareholders with the opportunity to exercise their SPAC Shareholder

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Redemption Right, (ii) obtaining the SPAC Shareholder Approval, and (iii) related and customary procedural and administrative matters, (b) cause the Proxy Statement to be disseminated to the SPAC Shareholders in compliance with applicable Law and (c) subject to a SPAC Change in Recommendation, solicit proxies from the SPAC Shareholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto. Subject to a SPAC Change in Recommendation, SPAC shall, through approval of the SPAC Board, recommend to the SPAC Shareholders that they vote in favor of the SPAC Transaction Proposals (such recommendation, the “SPAC Board Recommendation”) and shall include such SPAC Board Recommendation in the Proxy Statement.

(b)   SPAC may adjourn or postpone the SPAC Shareholders Meeting (and SPAC shall adjourn or postpone the SPAC Shareholders Meeting in increments of not more than ten (10) Business Days but in no event more than thirty (30) Business Days in the aggregate if an adjournment or postponement is reasonably requested by the Company in writing (in each case, such later date requested by the Company, the “Requested Date”)) (A) to solicit additional proxies for the purpose of obtaining the SPAC Shareholder Approval, (B) for the absence of a quorum, (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC has determined, based on the advice of outside legal counsel, is reasonably likely to be required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SPAC Shareholders prior to the SPAC Shareholders Meeting, (D) in order to seek withdrawals from SPAC Shareholders exercising their SPAC Shareholder Redemption Right if a number of SPAC Class A Shares have been elected to be redeemed such that SPAC reasonably expects that the condition set forth in Section 6.3(c) will not be satisfied or (E) to comply with applicable Law; provided further that, excluding any adjournments required by applicable Law, without the consent of the Company, in no event shall SPAC adjourn the SPAC Shareholders Meeting for more than fifteen (15) Business Days later than the most recently adjourned meeting (but in no event more than thirty (30) Business Days in the aggregate) or to a date that is beyond four (4) Business Days prior to the Termination Date.

(c)   The SPAC Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the SPAC Board Recommendation (a “SPAC Change in Recommendation”); provided, that the SPAC Board may make a SPAC Change in Recommendation prior to receipt of the SPAC Shareholder Approval if it determines in good faith, after consultation with its outside legal counsel, that a failure to make a SPAC Change in Recommendation would constitute a breach by the directors of SPAC of their fiduciary duties under applicable Law; provided, however, the SPAC Board will not be entitled to make, or agree or resolve to make, a SPAC Change in Recommendation unless (1) SPAC has provided at least five (5) Business Days’ prior written notice to the Company advising that the SPAC Board proposes to take such action and which notice contains the material facts underlying the SPAC Board’s determination to make, or agree or resolve to make, a SPAC Change in Recommendation (a “Change in Recommendation Notice”), (2) during such five (5) Business Day period following the Company’s receipt of a SPAC Change in Recommendation Notice, the SPAC Board has engaged in good faith negotiations with the Company and its Representatives (to the extent that the Company desires to so negotiate) to make such adjustments (which adjustments, to the extent accepted by the SPAC Board, would be binding on the Company) in the terms and conditions of this Agreement so as to obviate the need for a SPAC Change in Recommendation and (3) following expiration of such five (5) Business Day period, the SPAC Board reaffirms in good faith, after consultation with its outside legal counsel, that the failure to make a SPAC Change in Recommendation would constitute a breach by the directors of SPAC of their fiduciary duties under applicable Law; provided, further, that the SPAC Board shall not be entitled to exercise its rights to make a SPAC Change in Recommendation pursuant to this Section 5.8 as a result of an offer, proposal or inquiry relating to any merger, sale of ownership interests and/or assets, recapitalization or similar transaction involving SPAC. SPAC agrees that its obligation to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders Meeting for the purpose of seeking the SPAC Shareholder Approval shall not be affected by any SPAC Change in Recommendation, and SPAC agrees to establish a record date for, duly call, give notice of, convene and hold the SPAC Shareholders Meeting and submit for the approval the SPAC Transaction Proposals as contemplated by this Section 5.8, regardless of whether or not there shall have occurred any SPAC Change in Recommendation.

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Section 5.9   Conduct of Business of SPAC.    From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, SPAC shall, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.9 of the SPAC Disclosure Schedules, or as consented in writing by the Company (it being agreed that any request for a consent shall not be unreasonably withheld, conditioned, or delayed), use its commercially reasonable efforts to comply with and continue performing under the SPAC Memorandum and Articles of Association, the Trust Agreement and all other agreements or Contracts to which SPAC may be a party. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, SPAC shall not, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 5.9 of the SPAC Disclosure Schedules or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), do any of the following:

(a)   adopt any amendments, supplements, restatements or modifications to the Trust Agreement, Warrant Agreement or the SPAC Memorandum and Articles of Association;

(b)   declare, set aside, make or pay a dividend on, or make any other distribution or payment (whether in cash, shares, stock or property) in respect of, any Equity Securities of SPAC, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding Equity Securities of SPAC;

(c)   (i) merge, consolidate, combine or amalgamate SPAC with any Person or (ii) purchase or otherwise acquire (whether by merging or consolidating with, purchasing any Equity Security in or a substantial portion of the assets of, or by any other manner) any corporation, company, partnership, association or other business entity or organization or division thereof;

(d)   subdivide, split, consolidate, combine or reclassify any of its shares, capital stock or other Equity Securities or issue any other security in respect of, in lieu of or in substitution for shares or shares of its capital stock;

(e)   incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently, or otherwise) any Indebtedness or other Liability, except for SPAC Working Capital Loans equal to $500,000 in the aggregate;

(f)   make any loans or advances to, or capital contributions to, or guarantees for the benefit of, or any investment in, any other Person, other than to, of, or in, SPAC;

(g)   issue any Equity Securities of SPAC or grant any additional options, warrants or stock appreciation rights with respect to Equity Securities of SPAC, other than upon a conversion of SPAC Class B Shares into SPAC Class A Shares in accordance with the SPAC Memorandum and Articles of Association;

(h)   enter into, renew, modify or revise any SPAC Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be a SPAC Related Party Transaction), except for SPAC Working Capital Loans equal to $500,000 in the aggregate (on substantially the same terms as SPAC Working Capital Loans existing on the date hereof, but without any right or conversion);

(i)   engage in any activities or business, other than activities or business (i) in connection with or incident or related to SPAC’s incorporation or continuing corporate (or similar) existence, (ii) contemplated by, or incident or related to, this Agreement, any Ancillary Document, the performance of covenants or agreements hereunder or thereunder or the consummation of the Transactions or (iii) those that are administrative or ministerial, in each case, which are immaterial in nature;

(j)   make, change or revoke any material election concerning Taxes (including, for the avoidance of doubt, making any U.S. federal income Tax entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) with respect to SPAC), change or otherwise modify any material method of accounting as such relates to Taxes, amend any material Tax Return, surrender any right to claim a material refund of Taxes, enter into any Tax closing agreement, settle any Tax claim or assessment, change

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its jurisdiction of Tax residence, or consent to any extension or waiver of the limitation period applicable to or relating to any material Tax claim or assessment;

(k)   enter into any settlement, conciliation or similar Contract that would require any payment from the Trust Account or that would impose non-monetary obligations on SPAC or any of its Affiliates (or the Company or any of its Subsidiaries after the Closing);

(l)   authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving SPAC;

(m)   change SPAC’s methods of accounting in any material respect, other than changes that are made (i) in accordance with PCAOB standards or (ii) as required by any Securities Law or any Order, directive, guideline, recommendation, statement or guidance issued, passed, approved, published, promulgated or released by the SEC, in each case following reasonable prior consultation with the Company and, to the extent such change would (x) adversely affect SPAC’s ability to consummate the transactions contemplated by the Agreement, (y) delay the consummation of the transactions contemplated by the Agreement or (z) result in any material Liability, subject to the Company’s prior written consent (solely in the case of clause (y), not to be unreasonably withheld, conditioned or delayed);

(n)   enter into any Contract with any broker, finder, investment banker or other Person under which such Person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by this Agreement;

(o)   except for entries, modifications, amendments, waivers, terminations or non-renewals in the ordinary course of business, enter into, materially modify, materially amend, waive any material right under, terminate (excluding any expiration in accordance with its terms) or fail to renew, any Material Contract of the type described in Section 4.17 (excluding, for the avoidance of doubt, any expiration or automatic extension or renewal of any such Material Contract pursuant to its terms);

(p)   enter into or adopt any SPAC Benefit Plan or any benefit or compensation plan, policy, program or arrangement that would be a SPAC Benefit Plan if in effect as of the date of this Agreement;

(q)   hire, engage, terminate (without cause), furlough, or temporarily lay off any employees;

(r)   incur any Lien on or transfer (other than pursuant to non-exclusive licenses), let lapse, abandon, sell, assign, exclusively license, or dispose of any material Intellectual Property Rights or Technology owned by or licensed to SPAC (in each case, other than in the ordinary course of business);

(s)   engage in any material new line of business; or

(t)   enter into any Contract to take, or cause to be taken, any of the actions set forth in this  Section 5.9;

Notwithstanding anything in this Section 5.9 or this Agreement to the contrary, (i) nothing set forth in this Agreement shall give the Company, directly or indirectly, the right to control or direct the operations of SPAC and (ii) nothing set forth in this Agreement shall prohibit, or otherwise restrict the ability of, SPAC from and after the date of the SPAC Shareholders Meeting, from using the funds held by SPAC outside the Trust Account in order to pay SPAC Expenses and repay any SPAC Working Capital Loans, in each case, prior to the Closing.

Section 5.10   NASDAQ Listing.    The Company shall use commercially reasonable efforts to cause: (a) the Company’s initial listing application with NASDAQ in connection with the transactions contemplated by this Agreement to have been approved: (b) the Company to satisfy all applicable initial listing requirements of NASDAQ; and (c) the Company Ordinary Shares and Assumed Warrants issuable in accordance with this Agreement, including the Company Ordinary Shares that constitute the Merger Consideration, to be approved for listing on NASDAQ (and SPAC shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time. The Company shall pay 50% and SPAC will pay 50% of the fees of NASDAQ, in connection with the application to list and the listing of Company Securities on NASDAQ.

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Section 5.11   Trust Account.   Upon satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in Article IV and provision of notice thereof to the Trustee, (a) at the Closing, SPAC shall (i) cause the documents, certificates and notices required to be delivered to the Trustee pursuant to the Trust Agreement to be so delivered, and (ii) make all appropriate arrangements to cause the Trustee to (A) pay as and when due all amounts, if any, payable to the Public Shareholders of SPAC pursuant to the SPAC Shareholder Redemption Right, (B) pay the amounts due to the underwriters of the IPO for their deferred underwriting commissions as set forth in the Trust Agreement, (C) pay the amounts due to the Sponsor, directors and officers of SPAC as repayment of the Unpaid SPAC Liabilities, (D) pay the amounts due to third parties (e.g., professionals, printers, etc.) who have rendered services to SPAC in connection with its operations and efforts to effect the Transactions, and (E) immediately thereafter, pay all remaining amounts then available in the Trust Account to SPAC in accordance with the Trust Agreement, and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 5.12   Ancillary Agreements; Company Shareholder Approval and SPAC Shareholder Approval; Subscription Agreements.

(a)   Concurrently with the execution of this Agreement, SPAC has delivered to the Company the Sponsor Letter Agreement duly executed by Sponsor.

(b)   As promptly as reasonably practicable but in no event later than seven (7) calendar days following the date that the SEC declares the Registration Statement / Proxy Statement effective, the Company shall (i) take all necessary action to complete and obtain the approval of the Company Board of and recommendation by the Company Board to the Company Shareholders the Additional Company Shareholder Proposals and (ii) establish the record date for, duly call and give notice of, a general meeting of the Company Shareholders (the “Company Shareholder Meeting”). Promptly thereafter, the Company shall convene and hold the Company Shareholder Meeting, in each case in accordance with the Governing Documents of the Company and the laws of the State of Israel, at which the Company Preferred Shareholders shall vote on the Company Preferred Shareholder Proposal, the Company Shareholders shall vote on the Company Shareholder Proposals and the Company Shareholders shall provide the Company Shareholders Consents and Waivers and the Consent to Shareholder Agreement Termination. The Company may adjourn the Company Shareholder Meeting, if necessary, to permit further solicitation of approvals because there are not sufficient votes to approve and adopt the Company Preferred Shareholder Proposals or the Company Shareholder Proposal or because of the absence of a quorum.

(c)   The Company may not modify or waive any provisions of a Subscription Agreement without the prior written consent of SPAC; provided that any modification or waiver that is solely ministerial in nature or otherwise immaterial and does not affect any economic or any other material term of a Subscription Agreement shall not require the prior written consent of SPAC.

(d)   The Company may not amend, modify or waive any provisions of a Transaction Support Agreement, A&R Shareholders’ Agreement, or the Warrant Assumption Agreement, without the prior written consent of SPAC, and SPAC may not amend, modify or waive any provisions of the Sponsor Letter Agreement or Insider Letter Agreement without the prior written consent of the Company. The Company further agrees that, from and after the date of the Transaction Support Agreement, the Company shall use its commercially reasonable efforts to enforce any rights or benefits on behalf of the SPAC under the Transaction Support Agreement as may be reasonably requested by the SPAC, in each case in accordance with the terms and subject to the conditions of the Transaction Support Agreement.

Section 5.13   Indemnification; Directors’ and Officers’ Insurance.

(a)   To the maximum extent permitted by applicable Law, all rights to indemnification or exculpation now existing in favor of the directors and officers of SPAC, as provided in the SPAC Memorandum and Articles of Association or other indemnification agreements in effect immediately prior to the Effective Time, as set forth on Schedule 5.13 of SPAC Disclosure Schedule, in either case, solely with respect to any matters occurring on or prior to the Effective Time shall survive the Transactions and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and the Company will perform and discharge, or cause to be performed and discharged, all obligations to provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during

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such six (6)-year period, the Company shall advance, or caused to be advanced, expenses in connection with such indemnification as provided in the SPAC Memorandum and Articles of Association or other indemnification agreements as in effect immediately prior to the Effective Time as set forth on Schedule 5.13 of SPAC Disclosure Schedule. The indemnification and liability limitation or exculpation provisions of the SPAC Memorandum and Articles of Association shall not, during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who, as of immediately prior to the Effective Time, or at any time prior to such time, were directors or officers of SPAC (the “D&O Persons”) entitled to be so indemnified, their liability limited or be exculpated with respect to any matters occurring on or prior to the Effective Time and relating to the fact that such D&O Person was a director or officer of SPAC immediately prior to the Effective Time, unless such amendment, repeal or other modification is required by applicable Law.

(b)   The Company shall not have any obligation under this Section 5.13 to any D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such D&O Person in the manner contemplated hereby is prohibited by applicable Law.

(c)   Prior to the Closing, SPAC shall purchase and shall maintain for a period of six (6) years after the Effective Time, a directors’ and officers’ liability insurance for the benefit of those Persons who are currently covered by any comparable insurance policies of SPAC as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time (the “Tail Policy”). Such insurance policies shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under SPAC’s directors’ and officers’ liability insurance policies as of the date of this Agreement; provided that SPAC shall not be required to, and shall not without the Company’s prior written consent, pay aggregate premiums in excess of three hundred percent (300%) of the most recent annual premium paid by SPAC prior to the date of this Agreement and, in such event, SPAC shall purchase the maximum coverage available for three hundred percent (300%) of the most recent aggregate premium paid by SPAC prior to the date of this Agreement.

(d)   If the Surviving Company or any of its successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets as an entity in one or a series of related transactions to any Person, then in each such case, proper provisions shall be made so that the successors or assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.13.

(e)   The D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.13 are intended to be third-party beneficiaries of this Section 5.13. This  Section 5.13 shall survive the consummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of the Surviving Company.

Section 5.14   Post-Closing Directors and Officers

(a)   To the extent required by Law, the Company shall take, or cause to be taken, all actions as may be necessary or appropriate such that effective after the Effective Time: (i) the Board shall consist of nine (9) directors,; (ii) the directors shall be divided into three classes, designated Class I, II and III, with Class I consisting of three (3) directors, Class II consisting of three (3) directors and Class III consisting of three (3) directors, including the Sponsor Designee; and (iii) the members of the compensation committee and audit committee of the Company Board shall be determined subject to applicable listing rules of NASDAQ, applicable Federal Securities Laws and the requirements of the Israeli Companies Law. (b)   The officers of the Company immediately prior to the Effective Time shall be the officers of the Company immediately following the Effective Time.

Section 5.15   Financial Statements.

(a)   As promptly as reasonably practicable, the Company shall deliver to SPAC (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2020 and the related audited statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the period then ended, audited in accordance with the standards of the PCAOB and containing

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an unqualified report of the Company’s auditors and (ii) the unaudited consolidated balance sheet and the related statements of operations, changes in shareholders’ equity and cash flows of the Group Companies as of and for a year-to-date period ended as of the end of a different fiscal quarter that is required to be included in the Registration Statement / Proxy Statement (collectively, the “Required Company Financial Statements”).

(b)   As promptly as reasonably practicable, the Company shall deliver to SPAC the audited consolidated balance sheets of the Group Companies as of December 31, 2021 and the related audited statements of operations, changes in shareholders’ equity and cash flows of the Group Companies for the period then ended, audited in accordance with the standards of the PCAOB and containing an unqualified report of the Company’s auditors.

(c)   The Company shall use its commercially reasonable efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of any member of such Group Company, SPAC in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement to be made by the Company with the SEC in connection with the Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

(d)   SPAC shall use its commercially reasonable efforts (i) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably interfere with the normal operation of SPAC, the Company in causing to be prepared in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement / Proxy Statement to be made by the Company with the SEC in connection with the Transactions and (ii) to obtain the consents of its auditors with respect thereto as may be required by applicable Law or requested by the SEC.

Section 5.16   Company Incentive Equity Plan.

(a)   Prior to the effectiveness of the Registration Statement / Proxy Statement, the Company shall approve and adopt an equity incentive plan (the “Company Incentive Equity Plan”), in the manner prescribed under applicable Laws, effective as of one (1) day prior to the Closing Date, initially reserving a number of Company Ordinary Shares for grant thereunder (exclusive of the number of Company Ordinary Shares subject to outstanding Company Options as of such date of approval) equal to seven and one-half percent (7.5%) of the total number of Company Ordinary Shares on a fully diluted basis immediately following the Effective Time (including as a result of the PIPE Financing and Backstop Financing). The Company Incentive Equity Plan will provide for customary annual increases to such share reserve such that no less than seven and one-half percent (7.5%) of the total number of Company Ordinary Shares on a fully diluted basis would be reserved and available for grant under the Company Incentive Equity Plan.

(b)   The Company shall file with the SEC a registration statement on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) relating to Company Ordinary Shares issuable pursuant to the Company Incentive Equity Plan. Such registration statement shall be filed as soon as reasonably practicable after registration of shares on Form S-8 (or any successor form or comparable form in another relevant jurisdiction) first becomes available to the Company, and the Company shall use commercially reasonable efforts to maintain the effectiveness of such registration statement for so long as any awards issued under the Company Incentive Equity Plan remain outstanding.

Section 5.17   No Use of SPAC Name.

The Company shall have no right or expectancy in or to the name “Endurance Acquisition Corp.” or any derivation thereof, the trading symbols “EDNC”, SPAC’s internet domain name, any other name or logo of SPAC or any of its Affiliates, or the Intellectual Property Rights therein (it being understood that nothing in this Agreement shall prevent any of the Group Companies from making any fair use of any such names, symbols or logos in accordance with applicable Law).

Section 5.18   Warrant Assumption Agreement.    Immediately prior to the Effective Time, (a) the Company, SPAC, and the Exchange Agent shall enter into an assignment and assumption agreement

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pursuant to which SPAC will assign to the Company all of its rights, interests, and obligations in and under the Warrant Agreement and (b) the Company and the Exchange Agent shall enter into the Warrant Assumption Agreement which, among other things, (i) reflects the changes to convert the SPAC Warrants into Assumed Warrants as set forth in Section 2.3(b) and (ii) provides that the Assumed Warrants issued upon exchange of the SPAC Warrants held by the Sponsor are not redeemable and are exercisable for cash or on a cashless basis, at the holder’s option, so long as they are held by the Sponsor or its permitted transferees.

Section 5.19   Termination of Company Investor Agreements.    Prior to the Closing, the Company shall terminate each Company Investor Agreement set forth on Section 5.19 of the Company Disclosure Schedules (excluding the Transaction Support Agreements) without any liability being imposed on the part of SPAC, any Group Company, or Merger Sub.

Section 5.20   Continued Listing.    SPAC shall maintain its listing on NASDAQ through the Effective Time.

Section 5.21   Disclosure of Certain Matters.    Each Party shall promptly provide the other Parties with written notice of: (a) any event, development or condition of which it obtains knowledge that is reasonably likely to cause any of the conditions set forth in Article VI not to be satisfied or (b) the receipt of notice from any Person alleging that the consent of such Person may be required in connection with the Transactions. Failure to comply with this Section 5.21 will not be deemed to impact the other party’s obligations to close, unless such item not disclosed pursuant to clauses (a) or (b) would impact such party’s obligation to close.

ARTICLE VI.

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

Section 6.1   Conditions to the Obligations of the Parties.    The obligations of the Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, if permitted by applicable Law, in writing by both the Company (on behalf of itself and Merger Sub) and SPAC of the following conditions:

(a)   there shall not have been entered, enacted or promulgated any Law or Order enjoining or prohibiting the consummation of the transactions contemplated by this Agreement;

(b)   the Registration Statement / Proxy Statement shall have become effective in accordance with the provisions of the Securities Act, no stop order suspending the effectiveness of the Registration Statement / Proxy Statement shall have been issued by the SEC and shall remain in effect with respect to the Registration Statement / Proxy Statement, and no Proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;

(c)   the Company Preferred Shareholder Approval, the Company Shareholder Approval, the Company Shareholders Consents and Waivers and the Consent to Shareholders Agreement Termination shall have been obtained;

(d)   the SPAC Shareholder Approval shall have been obtained;

(e)   after giving effect to the exercise of SPAC Shareholder Redemption Rights, SPAC shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time;

(f)   the Company’s initial listing application with NASDAQ in connection with the transactions contemplated by this Agreement shall have been approved and the Company shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Company Shares (including, for the avoidance of doubt, the Company Ordinary Shares to be issued pursuant to the Merger) shall have been approved for listing on NASDAQ, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders;

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(g)   the Company Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 2.2(f); and

(h)   any required notice and approval to and by the Israeli Innovation Authority (the “IIA”) in accordance with the IIA Law (or any other Governmental Entity) with respect to the transactions contemplated hereby, have been filed and obtained.

Section 6.2   Other Conditions to the Obligations of SPAC.    The obligations of SPAC to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, if permitted by applicable Law, in writing by SPAC of the following further conditions:

(a)   (i) the Company Fundamental Representations (other than the representations and warranties set forth in Section 3.2(a)) shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 3.2(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), and (iii) the representations and warranties of the Company Parties set forth in Article III (other than the Company Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a Company Material Adverse Effect;

(b)   the Company Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by the Company Parties under this Agreement at or prior to the Closing;

(c)   since the date of this Agreement, no Company Material Adverse Effect has occurred that is continuing;

(d)   at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to SPAC a certificate duly executed by an authorized officer of the Company, dated as of the Closing Date, certifying that the conditions specified in Section 6.2(a), Section 6.2(b) and Section 6.2(c) are satisfied, in a form and substance reasonably satisfactory to SPAC;

(e)   SPAC shall have received a certificate duly executed by an authorized director or officer of each of the Company Parties certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholders and by the board of directors or equivalent body of each of the Company Parties authorizing the execution, delivery, and performance of this Agreement and the Transactions, and that all such resolutions are in full force and effect and are all of the resolutions adopted in connection with the Transactions; and

(f)   The Warrant Assumption Agreement shall have been executed and delivered by the Company and the other parties thereto (other than the SPAC and Sponsor).

Section 6.3   Other Conditions to the Obligations of the Company Parties.    The obligations of the Company Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver, if permitted by applicable Law, in writing by the Company (on behalf of itself and Merger Sub) of the following further conditions:

(a)   (i) the SPAC Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all

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material respects as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date) and (iii) the representations and warranties of SPAC set forth in Article IV (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not cause a material adverse effect on SPAC;

(b)   SPAC shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by SPAC under this Agreement at or prior to the Closing;

(c)   the Aggregate Transaction Proceeds shall be equal to or greater than $115,000,000.

(d)   the Company shall have received a certificate duly executed by an authorized director or officer of SPAC certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholders and by the board of directors of SPAC authorizing the execution, delivery, and performance of this Agreement and the Transactions, and that all such resolutions are in full force and effect and are all of the resolutions of the shareholders and board of directors of SPAC adopted in connection with the Transactions;

(e)   at or prior to the Closing, SPAC shall have delivered, or caused to be delivered, to the Company a certificate duly executed by an authorized director or officer of SPAC, dated as of the Closing Date, to the effect that the conditions specified in Section 6.3(a) and Section 6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and

(f)   the Company shall have received from the Subscribers and the holders of SPAC Shares any undertakings of such Persons that the Company has reasonably determined are required pursuant to The Encouragement of Research, Development and Technological Innovation in the Industry Law, 5744-1984 and the rules and regulations promulgated thereunder (collectively, the “IIA Law”), in the form and substance prescribed under the IIA Law (the “IIA Undertaking”).

ARTICLE VII.

TERMINATION

Section 7.1   Termination.    This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing:

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

(b)   by written notice by SPAC to the other Parties, if any of the representations or warranties set forth in Article III shall not be true and correct or if either Company Party has breached or failed to perform any covenant or agreement on the part of such Company Party set forth in this Agreement (including an obligation to consummate the Closing) such that the condition to Closing set forth in either Section 6.2(a) or Section 6.2(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the breaches or failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to the Company by SPAC, and (ii) the Termination Date; provided, however, that SPAC is not then in breach of this Agreement so as to prevent the condition to Closing set forth in either Section 6.3(a) or Section 6.3(b) from being satisfied;

(c)   by written notice by the Company to the other Parties, if any of the representations or warranties set forth in Article IV shall not be true and correct or if SPAC has breached or failed to perform any covenant or agreement on the part of SPAC set forth in this Agreement (including an obligation to consummate the

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Closing) such that the condition to Closing set forth in either Section 6.3(a) or Section 6.3(b) could not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the breaches or failures to perform any covenant or agreement, as applicable, is (or are) not cured or cannot be cured within the earlier of (i) thirty (30) days after written notice thereof is delivered to SPAC by the Company and (ii) the Termination Date; provided, however, neither Company Party is then in breach of this Agreement so as to prevent the condition to Closing set forth in Section 6.2(a) or Section 6.2(b) from being satisfied;

(d)   by written notice by either SPAC or the Company to the other Parties, if the transactions contemplated by this Agreement shall not have been consummated on or prior to September 8, 2022 (the “Termination Date”); provided, that either SPAC or the Company shall have the right, upon written notice to the other Parties before the Termination Date, to extend the Termination Date to November 7, 2022 if all conditions to the Closing listed in Article VI have been satisfied, other than the conditions set forth in Section 6.1(b), Section 6.1(d), Section 6.1(f) and those conditions that are only capable of being satisfied at Closing; provided further, that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SPAC if SPAC’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if either Company Party’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (iii) the right to extend the Termination Date pursuant to this Section 7.1(d) shall not be available to any Party who is then in breach of its covenants or obligations under this Agreement;

(e)   by written notice by either SPAC or the Company to the other Parties, if any Governmental Entity shall have issued an Order, promulgated a Law or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement and such Order or other action shall have become final and nonappealable;

(f)   by written notice by either SPAC or the Company to the other Parties if the SPAC Shareholder Approval shall not have been obtained by reason of the failure to obtain the required vote at the SPAC Shareholders Meeting duly convened therefor (or at any adjournment thereof taken in accordance with this Agreement);

(g)   by written notice by the Company to the other Parties if, prior to obtaining the SPAC Shareholder Approval, the SPAC Board (i) shall have made a SPAC Change in Recommendation or (ii) shall have failed to include the SPAC Board Recommendation in the Registration Statement / Proxy Statement distributed to SPAC Shareholders; or

(h)   by written notice by SPAC to the other Parties if (i) the Company Shareholders have duly voted at a Company Shareholder Meeting and either the Preferred Company Shareholder Approval or the Company Shareholder Approval shall not been obtained or (ii) the Company, in its capacity as shareholder of Merger Sub, revokes the Merger Sub Written Resolution at any time.

Section 7.2   Effect of Termination.    In the event of the termination of this Agreement pursuant to Section 7.1, this entire Agreement shall forthwith become void (and there shall be no Liability or obligation on the part of the Parties and their respective Non-Party Affiliates) with the exception of (a) the confidentiality obligation set forth in Section 5.3(a), (b) this Section 7.2, Article I (to the extent related to the foregoing) and Article VIII (each of such provisions in clauses (a) and (b) shall survive such termination and remain valid and binding obligations of the Parties) and (c) the Confidentiality Agreement, which shall survive such termination and remain valid and binding obligations of the parties thereto in accordance with their respective terms. Notwithstanding the foregoing or anything to the contrary herein, the termination of this Agreement pursuant to Section 7.1 shall not affect (i) any Liability on the part of any Party for any Willful Breach of any covenant or agreement set forth in this Agreement prior to such termination or Fraud or (ii) any Person’s Liability under any Subscription Agreement, the Confidentiality Agreement, any Transaction Support Agreement, the A&R Shareholders’ Agreement or the Sponsor Letter Agreement to which he, she or it is a party to the extent arising from a claim against such Person by another Person party to such agreement on the terms and subject to the conditions thereunder.

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ARTICLE VIII.

MISCELLANEOUS

Section 8.1   Non-Survival.    Other than those representations, warranties and covenants set forth in Section 3.27, Section 4.24, Section 8.18, and this Section 8.1, each of which shall survive following the Effective Time, or as otherwise provided in the last sentence of this Section 8.1, each of the representations and warranties, and each of the agreements and covenants (to the extent such agreement or covenant contemplates or requires performance at or prior to the Effective Time), of the Parties set forth in this Agreement, shall terminate at the Effective Time, such that no claim for breach of any such representation, warranty, agreement or covenant, detrimental reliance or other right or remedy (whether in contract, in tort, at law, in equity or otherwise) may be brought with respect thereto after the Effective Time against any Party, any Company Non-Party Affiliate or any SPAC Non-Party Affiliate. Each covenant and agreement contained herein that, by its terms, expressly contemplates performance after the Effective Time shall so survive the Effective Time in accordance with its terms, and each covenant and agreement contained in any Ancillary Document that, by its terms, expressly contemplates performance after the Effective Time shall so survive the Effective Time in accordance with its terms and any other provision in any Ancillary Document that expressly survives the Effective Time shall so survive the Effective Time in accordance with the terms of such Ancillary Document.

Section 8.2   Entire Agreement; Assignment.    This Agreement (together with the Ancillary Documents), the Confidentiality Agreement, and any other documents, instruments and certificates explicitly referred to herein, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties or any of their respective Subsidiaries with respect to the subject matter hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, with respect to the subject matter contemplated by this Agreement exist between the Parties, except as expressly set forth or referenced in this Agreement and the Confidentiality Agreement. No Party shall assign, delegate or otherwise transfer this Agreement or any part hereof without the prior written consent of the other Parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section 8.2 shall be null and void, ab initio.

Section 8.3   Amendment.    This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by each of the Parties in the same manner as this Agreement and which makes reference to this Agreement. This Agreement may not be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any Party or Parties effected in a manner which does not comply with this Section 8.3 shall be null and void, ab initio.

Section 8.4   Notices.    All notices, requests, claims, demands and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:

(a)

If to SPAC, to:

Endurance Acquisition Corp.
630 Fifth Avenue, 20th Floor
New York, NY
Attention: Richard Davis
Email: richard.davis@enduranceacquisition.com

with copies (which shall not constitute notice) to:

Morrison & Foerster LLP
250 West 55th Street New York, NY 10019

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Attention: Larry Medvinsky, David Slotkin, Aly El Hamamsy
Email: LMedvinsky@mofo.com; DSlotkin@mofo.com; AElHamamsy@mofo.com

Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 52506, Israel
Attention: Clifford M. J. Felig
Email: cfelig@meitar.com

Appleby
Suites 4201-03 & 12, 42/F
One Island East, Taikoo Place
18 Westlands Road, Quarry Bay, Hong Kong
Attention: David Bulley & Dean Bennett
Email: dbulley@applebyglobal.com & dbennett@applebyglobal.com

(b)

If to the Company, to:

Satixfy Communications Ltd.
Attention: Legal
12 Hamada St. Rehovot 670315
Israel
Email: Reut.tevet@satixfy.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention: Brian Wolfe, Michael Kaplan
Email: brian.wolfe@davispolk.com, michael.kaplan@davispolk.com

Gross & Co.
One Azrieli Center, Round Building
Tel Aviv 6701101
Israel
Attention: Richard J. Mann, Craig Rubin
Email: rick@gkh-law.com; craig@gkh-law.com

or to such other address as the Party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

Section 8.5   Governing Law.    This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the Transactions, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of Delaware.

Section 8.6   Fees and Expenses.    Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement, the Ancillary Documents and the Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided that, for the avoidance of doubt, (a) if this Agreement is terminated in accordance with its terms, the Company shall pay, or cause to be paid, all Unpaid Company Expenses and SPAC shall pay, or cause to be paid, all Unpaid SPAC Expenses and (b) if the Closing occurs, then the Company shall pay, or cause to be paid, all Unpaid Company Expenses and all Unpaid SPAC Expenses.

Section 8.7   Construction; Interpretation.    The term “this Agreement” means this Business Combination Agreement together with the Schedules and Exhibits hereto, as the same may from time to time be amended, modified, supplemented or restated in accordance with the terms hereof. The headings set

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forth in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. No Party, nor their respective counsels, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof, and all provisions of this Agreement shall be construed according to their fair meaning and not strictly for or against any Party. Unless otherwise indicated to the contrary herein by the context or use thereof: (a) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement; (b) masculine gender shall also include the feminine and neutral genders, and vice versa; (c) words importing the singular shall also include the plural, and vice versa; (d) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”; (e) references to “$” or “dollar” or “US$” shall be references to United States dollars; (f) the word “or” is disjunctive but not necessarily exclusive; (g) the words “writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form; (h) the word “day” means calendar day unless Business Day is expressly specified; (i) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; (j) all references to Articles, Sections, Exhibits or Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement; (k) the words “provided” or “made available” or words of similar import (regardless of whether capitalized or not) shall mean, when used with reference to documents or other materials required to be provided or made available to SPAC, any documents or other materials posted to the electronic data room located at intralinks.com under the project name “SatixFy 2022” as of 5:00 p.m., Eastern Time, at least one (1) day prior to the date of this Agreement; (l) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time; and (m) all references to any Contract are to that Contract as amended or modified from time to time in accordance with the terms thereof. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

Section 8.8   Exhibits and Schedules.    All Exhibits and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement.

Section 8.9   Parties in Interest.    This Agreement shall be binding upon and inure solely to the benefit of each Party and their respective successors and permitted assigns and, except as provided in Section 5.13 and the two subsequent sentences of this Section 8.9, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Sponsor shall be an express third-party beneficiary of Section 8.2, Section 8.3, Section 8.14 and this Section 8.9 (to the extent related to the foregoing). Sponsor and each Price Adjustment Participant shall be an express third-party beneficiary of Section 2.10. Each of the Non-Party Affiliates shall be an express third-party beneficiary of Section 8.13 and this Section 8.9 (to the extent related to the foregoing).

Section 8.10   Severability.    Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 8.11   Counterparts; Electronic Signatures.    This Agreement and each Ancillary Document (including any of the closing deliverables contemplated hereby) may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any Ancillary Document (including any of the closing deliverables contemplated hereby) by electronic means, including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any such Ancillary Document (including any of the closing deliverables contemplated hereby).

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Section 8.12   Knowledge of Company; Knowledge of SPAC.    For all purposes of this Agreement, the phrase “to the Company’s knowledge” and “known by the Company” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 8.12(a) of the Company Disclosure Schedules, after conducting reasonable and due inquiry. For all purposes of this Agreement, the phrase “to SPAC’s knowledge” and “to the knowledge of SPAC” and any derivations thereof shall mean as of the applicable date, the actual knowledge of the individuals set forth on Section 8.12(b) of the SPAC Disclosure Schedules, after conducting reasonable and due inquiry. For the avoidance of doubt, none of the individuals set forth on Section 8.12(a) of the Company Disclosure Schedules or Section 8.12(b) of the SPAC Disclosure Schedules shall have any personal Liability or obligations regarding such knowledge.

Section 8.13   No Recourse.    Except for claims pursuant to any Ancillary Document by any party(ies) thereto against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate (each, a “Non-Party Affiliate”), and then solely with respect to claims against the Non-Party Affiliates that are party to the applicable Ancillary Document, each Party agrees on behalf of itself and on behalf of the Company Non-Party Affiliates, in the case of the Company, and the SPAC Non-Party Affiliates, in the case of SPAC, that, absent any Fraud, (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Non-Party Affiliate, and (b) none of the Non-Party Affiliates shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Company, SPAC or any Non-Party Affiliate concerning any Group Company, SPAC, this Agreement or the transactions contemplated hereby.

Section 8.14   Extension; Waiver.    The Company prior to the Closing and the Company and Sponsor after the Closing may (a) extend the time for the performance of any of the obligations or other acts of SPAC set forth herein, (b) waive any inaccuracies in the representations and warranties of SPAC set forth herein or (c) waive compliance by SPAC with any of the agreements or conditions set forth herein. SPAC may (i) extend the time for the performance of any of the obligations or other acts of the Company, set forth herein, (ii) waive any inaccuracies in the representations and warranties of the Company set forth herein or (iii) waive compliance by the Company with any of the agreements or conditions set forth herein. Any agreement on the part of any such Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of such rights.

Section 8.15   Waiver of Jury Trial.    THE PARTIES EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY PROCEEDING, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR UNDER ANY ANCILLARY DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY ANCILLARY DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. THE PARTIES EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH PROCEEDING, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER

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PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.15.

Section 8.16   Submission to Jurisdiction.    Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court sitting Wilmington, Delaware or any appellate court therefrom), for the purposes of any Proceeding, claim, demand, action or cause of action (a) arising under this Agreement or under any Ancillary Document or (b) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the Transactions, and irrevocably and unconditionally waives any objection to the laying of venue of any such Proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Proceeding has been brought in an inconvenient forum. Each Party hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Proceeding claim, demand, action or cause of action against such Party (i) arising under this Agreement or under any Ancillary Document or (ii) in any way connected with or related or incidental to the dealings of the Parties in respect of this Agreement or any Ancillary Document or any of the Transactions, (A) any claim that such Party is not personally subject to the jurisdiction of the courts as described in this Section 8.16 for any reason, (B) that such Party or such Party’s property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (C) that (x) the Proceeding, claim, demand, action or cause of action in any such court is brought against such Party in an inconvenient forum, (y) the venue of such Proceeding, claim, demand, action or cause of action against such Party is improper or (z) this Agreement, or the subject matter hereof, may not be enforced against such Party in or by such courts. Each Party agrees that service of any process, summons, notice or document by registered mail to such Party’s respective address set forth in Section 8.4 shall be effective service of process for any such Proceeding, claim, demand, action or cause of action.

Section 8.17   Remedies.    Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. The Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this Agreement in accordance with Section 7.1, this being in addition to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the Parties would have entered into this Agreement. Each Party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other Parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The Parties acknowledge and agree that any Party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 8.17 shall not be required to provide any bond or other security in connection with any such injunction.

Section 8.18   Trust Account Waiver.    Reference is made to the final prospectus of SPAC, filed with the SEC (File No. 001-40810) on September 14, 2021 (the “SPAC Prospectus”) and the SPAC Memorandum and Articles of Association. Each of the Company Parties acknowledges, agrees and understands that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial public

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offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders (including overallotment shares acquired by SPAC’s underwriters, the “Public Shareholders”), and that, except as otherwise described in the SPAC Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their SPAC Class A Shares in connection with the consummation of SPAC’s initial business combination (as such term is used in the SPAC Prospectus) (the “Business Combination”) or in connection with the approval of certain amendments to the SPAC Memorandum and Articles of Association, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, as necessary to pay for any franchise and income taxes, or (d) to SPAC after or concurrently with the consummation of a Business Combination. For and in consideration of SPAC entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of the Company Parties hereby agrees on behalf of itself, its shareholders, and its Affiliates that, none of the Company Party, its shareholders nor any of its Affiliates does now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company or any of its Representatives or Affiliates, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”). Each Company Party on behalf of itself, its shareholders and its Affiliates hereby irrevocably waives any Released Claims that it or any of its Representatives or Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with SPAC or its Affiliates). This Section 8.18 shall survive the termination of this Agreement for any reason. In the event that, following the valid termination of this Agreement, a Company Party or any of its controlled Affiliates commences any Proceeding against or involving the Trust Account, SPAC shall be entitled to recover from such Person its reasonable out of pocked legal fees and costs in connection with any such Proceeding.

Section 8.19   Company and SPAC Disclosure Schedules.    The Company Disclosure Schedule and the SPAC Disclosure Schedule (including, in each case, any section thereof) referenced herein are a part of this Agreement as if fully set forth herein. Any disclosure made by a party in the Company Disclosure Schedule, or SPAC Disclosure Schedule, as applicable, or any section thereof, with reference to any section of this Agreement or section of the Company Disclosure Schedule or SPAC Disclosure Schedule, as applicable, shall be deemed to be a disclosure with respect to such other applicable sections of this Agreement or sections of Company Disclosure Schedule or SPAC Disclosure Schedule, as applicable, if it is reasonably apparent that such disclosure is responsive to such other section of this Agreement or section of the Company Disclosure Schedule or SPAC Disclosure Schedule, as applicable. Certain information set forth in the Company Disclosure Schedule or SPAC Disclosure Schedule is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

* * * * * *

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IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.

ENDURANCE ACQUISITION CORP.

By:

/s/ Richard C. Davis

Richard C. Davis
Chief Executive Officer

[Signature Page to Business Combination Agreement]

SATIXFY MS

By:

/s/ Yoel Gat

Name: Yoel Gat
Title: Chief Executive Officer

By:

/s/ Yoav Leibovitch

Name: Yoav Leibovitch
Title: Chief Financial Officer

SATIXFY COMMUNICATIONS LTD.

By:

/s/ Yoel Gat

Name: Yoel Gat
Title: Chief Executive Officer

By:

/s/ Yoav Leibovitch

Name: Yoav Leibovitch
Title: Chief Financial Officer

[Signature Page to Business Combination Agreement]

EXHIBIT A

Form of Subscription Agreement

[omitted]

EXHIBIT B

Form of Sponsor Letter Agreement

[omitted]

EXHIBIT C

Form of Transaction Support Agreement

[omitted]

EXHIBIT D

A&R Shareholders’ Agreement

[omitted]

EXHIBIT E

Form of Warrant Assumption Agreement

[omitted]

EXHIBIT F

FORM OF A&R ARTICLES OF ASSOCIATION​

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

of

SATIXFY COMMUNICATIONS LTD.

As adopted on [      ], 2022

1.

INTERPRETATION

1.1

In these Articles the following terms shall have the meanings set opposite to them, unless the context otherwise requires:

Terms	Meanings
Articles	These Amended and Restated Articles of Association as may be amended from time to time.
Auditor	As defined under the Companies Law.
Board	The Board of Directors of the Company.
Business Day	Any day other than Friday, Saturday, Sunday or public holiday under the laws of Israel or the State of New York or other day on which banking institutions are authorized or obligated to close in Israel or the State of New York.
Chairperson	Chairperson of the Board or the General Meeting, as the context implies.
CEO	Chief Executive Officer of the Company, also referred to under the Companies Law as the General Manager.
Class Meeting	A meeting of the holders of a class of shares.
Company	Satixfy Communications Ltd.
Companies Law	Israeli Companies Law, 5759-1999 and any other law which may come in its stead, in each case, as amended from time to time.
Companies Regulations	All regulations promulgated from time to time under the Companies Law.
Derivative Transaction	As defined in Article 19.4 below.
Dividend	As defined under the Companies Law.
EC Law	Israeli Economic Competition Law, 5748-1988.
Exchange Act	Securities Exchange Act of 1934, as amended.
External Director	As defined under the Companies Law.
General Meeting	An annual meeting or special meeting of the shareholders of the Company (as such terms defined in Article 19 of these Articles), as the case may be.
Office	The registered office of the Company from time to time.
Office Holder	As defined under the Companies Law.
Ordinary Share(s)	The Company’s Ordinary Shares, no par value.

Terms	Meanings
Person	A company, corporate body, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, or an individual.
Proposal Request	As defined in Article 19.4 below.
Proposing Shareholder	As defined in Article 19.4 below.
Register	The Company’s shareholders register, maintained in accordance with the Companies Law.
Securities Act	U.S. Securities Act of 1933, as amended.
Securities Law	Israeli Securities Law, 5728-1968.
Simple Majority	A majority of more than fifty percent (50%) of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes.
Special Majority	A majority of sixty-six and two thirds percent (66 2/3%) or more of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes.
Statutes	The Companies Law and, to the extent applicable to the Company, the Israeli Companies Ordinance (New Version) 1983, the Securities Law and all applicable laws and regulations applicable in any relevant jurisdiction (including without limitation, the Securities Act, the Exchange Act and other U.S. federal laws and regulations), and rules of any stock market in which the Company’s shares are registered for trading as shall be in force from time to time.

Subject to the provisions of this Article 1 and unless the context necessitates another meaning, terms and expressions in these Articles which have been defined in the Statutes shall have the meanings ascribed to them therein.

1.2

Words importing the singular shall include the plural, and vice versa. Any pronoun shall include the corresponding masculine, feminine and neuter forms; and words importing persons shall include corporate bodies. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; the words “herein”, “hereof” and “hereunder” and words of similar import refer to these Articles in their entirety and not to any part hereof; all references herein to Articles or clauses shall be deemed references to Articles or clauses of these Articles; any references to any agreement or other instrument or law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any reference to “law” shall include any law (‘din’) as defined in the Interpretation Law, 5741-1981, and any applicable supranational, national, federal, state, local, or foreign statute or law and shall be deemed also to refer to all rules and regulations promulgated thereunder; any reference to a “day” or a number of “days” ​(without any explicit reference otherwise, such as to business days) shall be interpreted as a reference to a calendar day or number of calendar days; and reference to “written” or “in writing” shall include written, printed, photocopied, typed, any electronic communication (including email, facsimile, signed electronically (in Adobe PDF, DocuSign or any other format)) or produced by any visible substitute for writing, or partly one and partly another, and signed shall be construed accordingly.

2

The captions in these Articles are for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

Any provision or part thereof of these Articles, prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.

2.

NAME OF THE COMPANY

 

The name of the Company is Satixfy Israel Ltd. (and in Hebrew: ).

3.

OBJECTIVES

The objectives of the Company shall be to engage in any activity permitted by law.

4.

PUBLIC COMPANY

The Company is a public company as such term is defined in, and for so long as it qualifies under, the Companies Law.

5.

LIMITED LIABILITY

The liability of each shareholder for the Company’s obligations is limited to the payment of the nominal value of the shares held by such shareholder, subject to the provisions of the Companies Law.

6.

CAPITAL, SHARES AND RIGHTS

6.1

The registered share capital of the Company consists of [      ] Ordinary Shares, of no par value per share.

6.2

Subject to Article 13, all issued and outstanding shares of the Company of the same class are of equal rights between them for all intents and purposes concerning the rights set forth in these Articles.

6.3

Subject to Article 13, each issued Ordinary Share entitles its holder to the rights as described below:

6.3.1

The equal right to participate in and vote at the Company’s General Meetings, and each of the shares in the Company shall entitle the holder thereof, who is present at the meeting and participating in the vote, whether in person, or by proxy, to one vote.

6.3.2

The equal right to participate in any Dividend or distribution of bonus shares.

6.3.3

The equal right to participate in the distribution of assets available for distribution in the event of liquidation of the Company.

6.3.4

If two or more persons are registered as joint holders of any shares, any one of such persons may give effectual receipts for any dividend or other monies in respect of such share and his or her confirmation will bind all holders of such share.

6.3.5

Any payment for a share shall be initially credited against the par value of said share and any excess amount shall be credited as a premium for said share, unless determined otherwise in the conditions of the allocation.

7.

SHARE CERTIFICATES

7.1

To the extent that the Board determines that all shares shall be certificated or, if the Board does not so determine, to the extent that any Shareholder requests a share certificate or the Company’s transfer agent so requires, share certificates shall be issued under the corporate seal of the Company or its written, typed or stamped name and shall bear the signature of one Director, the CEO, or any person or persons authorized therefor by the Board. Signatures may be affixed in any mechanical or electronic form, as the Board may prescribe.

7.2

The Company may issue a new certificate in lieu of a certificate that was issued and was lost,

3

defaced, or destroyed, on the basis of such proof and guarantees as the Company may require, and after payment of an amount that shall be prescribed by the Company, and the Company may also replace existing certificates with new certificates, free of charge, subject to such conditions as the Company shall stipulate.

8.

REGISTERED HOLDER

8.1

Except as otherwise provided in these Articles, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and, accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by Statute, be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

8.2

Subject to and in accordance with the provisions of Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the Board may think fit, and, subject to all applicable requirements of law, the Board may from time to time adopt such rules and procedures as it may think fit in connection with the keeping of such branch registers.

9.

ISSUANCE AND REPURCHASE OF SHARES

9.1

The unissued shares from time to time shall be under the control of the Board (and, to the full extent permitted by law, any Committee thereof), which shall have the power to issue or otherwise dispose of shares and of securities convertible or exercisable into or other rights to acquire from the Company to such persons, on such terms and conditions, and either at par or at a premium, or subject to the provisions of the Companies Law and other Statutes, at a discount and/or with payment of commission, and at such times, as the Board (or the Committee, as the case may be) deems fit, and the power to give to any person the option to acquire from the Company any shares or securities convertible or exercisable into or other rights to acquire from the Company, either at par or at a premium, or, subject as aforesaid, at a discount and/or with payment of commission, during such time and for such consideration as the Board (or the Committee, as the case may be) deems fit.

9.2

The Company may at any time and from time to time, subject to the Companies Law and other Statutes, repurchase or finance the purchase of any shares or other securities issued by the Company, in such manner and under such terms as the Board shall determine, whether from any one or more Shareholders. Such purchase shall not be deemed as payment of dividends and as such, no Shareholder will have the right to require the Company to purchase his shares or offer to purchase shares from any other Shareholders.

10.

TRANSFER OF SHARES

10.1

Registration of Transfer — No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board or an officer of the Company to be designated by the CEO) has been submitted to the Company (or its transfer agent), together with any share certificate(s) (if there are any) and such other evidence of title as the Board or an officer of the Company to be designated by the CEO may require. Until the transferee has been registered in the Register of Shareholders in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof.

10.2

The Board, may, from time to time, prescribe a fee of the registration of a transfer, and may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on any applicable stock exchange on which the Company’s shares are then listed for trading.

10.3

Notwithstanding anything to the contrary herein, shares registered in the name of The [Depository Trust Company] or its nominee shall be transferrable in accordance with the policies and procedures of [The Depository Trust Company].

10.4

Suspension of Registration — The Board may, in its discretion to the extent it deems necessary, close the Register and suspend the registration of transfers for a period of time as the Board shall

4

deem fit, and no registration of transfer of shares shall be made by the Company during any such period during which the Register is so closed.

11.

TRANSMISSION OF SHARES

11.1

In the case of the death, liquidation, bankruptcy, dissolution, winding-up or a similar occurrence of a shareholder, the legal successors, receivers, or liquidators (as the case may be) of such shareholder shall be the only persons recognized by the Company (after receipt of evidence to the entitlement thereto) as having any title to such shares, but nothing herein contained shall release the estate of the predecessor from any liability in respect of such shares.

11.2

The legal successors may, upon producing such evidence of title as the Board shall require, be registered themselves as holders of the shares, or subject to the provisions as to transfers herein contained, transfer the same to some other person.

12.

CALLS ON SHARES

12.1

The Board may, from time to time, make such calls as it may, in its sole discretion, deem appropriate upon shareholders with respect to the payment of any sum unpaid in respect of shares held by such shareholders which is not, by the terms of allotment thereof or otherwise, payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s) designated by the Board, as any such time(s) may be thereafter extended and/or such person(s) or place(s) changed. Unless otherwise stipulated by the Board (and in the notice hereafter referred to), each payment in response to a call shall be deemed to constitute a pro rata payment on account of all shares in respect of which such call was made.

12.2

Notice of any call for payment by an applicable shareholder(s) shall be given in writing to such applicable shareholder(s) not less than fourteen (14) days prior to the time of payment, specifying the time and place of payment, and designating the person to whom and the place where such payment shall be made; provided, however, that before the time for any such payment fixed in a notice of a call given to a shareholder, the Board may in its absolute discretion, by notice in writing to such shareholder(s), revoke such call in whole or in part, extend such time, or alter such designated person and/or place. In the event of a call payable in installments, only one notice thereof need be given.

12.3

If, by the terms of allotment of any share or otherwise, any amount is made payable at any fixed time, every such amount shall be payable at such time as if it were payable by virtue of a call duly made by the Board and of which due notice had been given, and all the provisions herein contained with respect to calls shall apply to each such amount.

12.4

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof and all interest payable thereon.

12.5

Any amount unpaid in respect of a call shall bear interest from the date on which it is payable until actual payment thereof, at such rate (not exceeding the then prevailing debtor rate charged by leading commercial banks in Israel), and at such time(s) as the Board may prescribe.

12.6

A shareholder shall not be entitled to his rights as shareholder, including the right to dividends, unless such shareholder has fully paid all the notices of call delivered to him, or which according to these Articles are deemed to have been delivered to him, together with interest, linkage and expenses, if any, unless otherwise determined by the Board.

12.7

Upon the allotment of shares, the Board may provide for differences among the allottees of such shares as to the amount of calls and/or the times of payment thereof.

13.

ALTERATIONS OF THE REGISTERED SHARE CAPITAL

13.1

Subject to the Statutes, a General Meeting of shareholders may from time to time resolve to:

5

(a)

alter or add classes of shares that shall constitute the Company’s registered capital, including shares with preference rights, deferred rights, conversion rights or any other special rights or limitations;

(b)

increase the Company’s registered share capital by creating new shares either of an existing class or of a new class;

(c)

consolidate and/or split all or any of its share capital into shares of larger or smaller par value than the existing shares;

(d)

cancel any registered shares not yet allocated, provided that the Company has made no commitment to allocate such shares; and

(e)

reduce the Company’s share capital and any reserved fund for redemption of capital.

13.2

In executing any resolution adopted according to Article 13.1 above, the Board may, at its discretion, resolve any related issues.

13.3

If as a result of a consolidation or split of shares authorized under these Articles, fractions of a share will stand to the credit of any shareholder, the Board is authorized at its discretion, to act as follows:

(a)

Determine that fractions of shares that do not entitle their owners to a whole share, will be sold by the Company and that the consideration for the sale be paid to the beneficiaries, on terms the Board may determine;

(b)

Allot to every shareholder, who holds a fraction of a share resulting from a consolidation and/or split, shares of the class that existed prior to the consolidation and/or split, in a quantity that, when consolidated with the fraction, will constitute a whole share, and such allotment will be considered valid immediately prior to the consolidation or split;

(c)

Determine the manner for paying the amounts to be paid for shares allotted in accordance with Article 13.3(b) above, including on account of bonus shares; and/or

(d)

Determine that the owners of fractions of shares will not be entitled to receive a whole Share in respect of a share fraction or that they may receive a whole share with a different par value than that of the fraction of a share.

13.4

Except as otherwise provided by or pursuant to these Articles or by the conditions of issue, any new share capital shall be considered as part of the original share capital and shall be subject to the same provisions of these Articles with reference to payment of calls, lien, transfer, transmission, forfeiture and otherwise, which applies to the original share capital.

14.   FORFEITURE AND SURRENDER

14.1

If any Shareholder fails to pay an amount payable by virtue of a call, installment or interest thereon as provided for in accordance herewith, on or before the day fixed for payment of the same, the Board may at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect of which such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorneys’ fees and costs of legal proceedings, shall be added to, and shall, for all purposes (including the accrual of interest thereon) constitute a part of, the amount payable to the Company in respect of such call.

14.2

Upon the adoption of a resolution as to the forfeiture of a Shareholder’s share, the Board shall cause notice thereof to be given to such Shareholder, which notice shall state that, in the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended by the Board), such shares shall be ipso facto forfeited, provided, however, that, prior to

6

such date, the Board may cancel such resolution of forfeiture, but no such cancellation shall stop the Board from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.

14.3

Without derogating from Articles 30.2 and 30.8 hereof, whenever shares are forfeited as herein provided, all dividends, if any, theretofore declared in respect thereof and not actually paid shall be deemed to have been forfeited at the same time.

14.4

The Company, by resolution of the Board, may accept the voluntary surrender of any share.

14.5

Any share forfeited or surrendered as provided herein, shall become the property of the Company as a dormant share, and the same, subject to the provisions of these Articles, may be sold, re-issued or otherwise disposed of as the Board deems fit.

14.6

Any person whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual payment, at the rate prescribed in Article 12.5 above, and the Board, in its discretion, may, but shall not be obligated to, enforce or collect the payment of such amounts, or any part thereof, as it shall deem fit. In the event of such forfeiture or surrender, the Company, by resolution of the Board, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the person in question (but not yet due) in respect of all shares owned by such Shareholder, solely or jointly with another.

14.7

The Board may at any time, before any share so forfeited or surrendered shall have been sold, re-issued or otherwise disposed of, nullify the forfeiture or surrender on such conditions as it deems fit, but no such nullification shall stop the Board from re-exercising its powers of forfeiture pursuant to this Article 14.

15.   LIEN

15.1

Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each Shareholder (without regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for his or her debts, liabilities and engagements to the Company arising from any amount payable by such Shareholder in respect of any unpaid or partly paid share, whether or not such debt, liability or engagement has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share. Unless otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.

15.2

The Board may cause the Company to sell a share subject to such a lien when the debt, liability or engagement giving rise to such lien has matured, in such manner as the Board deems fit, but no such sale shall be made unless such debt, liability or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on such Shareholder, his or her executors or administrators.

15.3

The net proceeds of any such sale, after payment of the costs and expenses thereof or ancillary thereto, shall be applied in or toward satisfaction of the debts, liabilities or engagements of such shareholder in respect of such share (whether or not the same have matured), and the remaining proceeds (if any) shall be paid to the Shareholder, his or her executors, administrators or assigns.

16.   SALE AFTER FORFEITURE OR SURRENDER OR FOR ENFORCEMENT OF LIEN

Upon any sale of a share after forfeiture or surrender or for enforcing a lien, the Board may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser’s name to be entered in the Register in respect of such share. The purchaser shall be registered as the shareholder

7

and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such sale, and after his or her name has been entered in the Register in respect of such share, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

17.   MODIFICATION OF CLASS RIGHTS

17.1

If at any time the share capital is divided into different classes of shares, any change to the rights and privileges of the holders of any such class of shares shall require the approval of a Class Meeting of such class of shares by a Simple Majority (unless otherwise provided by the Statutes or by the terms of issue of the shares of that class), in addition to the Simple Majority of all classes of shares voting together as a single class at a shareholder meeting.17.2 The rights and privileges of the holders of any class of shares shall not be deemed to have been altered by creating or issuing shares of any class, including a new class (unless otherwise provided by the terms of issue of the shares of that class).

18.   BORROWING POWERS

The Company may, by resolution of the Board, from time to time, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Company, by resolution of the Board, may also raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it deems fit, and in particular by the issue of debentures or debenture stock of the Company charged upon all or any part of the property of the Company (both present and future) including its unissued and/or its uncalled capital for the time being. Issuance of any series of debentures shall require Board approval.

19.   GENERAL MEETINGS

19.1

Annual general meetings shall be held at least once a calendar year, but not later than fifteen (15) months after the last annual general meeting. The meeting shall be held at such time and at such place, either within or outside Israel, as may be determined by the Board. Such general meetings shall be called “Annual Meetings” and all other general meetings of the Company shall be called “Special Meetings”.

19.2

The Annual Meeting shall transact any business required pursuant to these Articles or the Companies Law, and any other matter as shall be determined by the Board. The Board may convene a Special Meeting by its resolution, and is required to convene a Special Meeting should it receive a request, in writing, from a person or persons entitled, under the Companies Law, to demand such meeting.

19.3

Any request for convening a meeting must specify the purposes for which the meeting is to be called, shall be signed by the persons requesting the meeting, and shall be delivered to the Company’s CEO and Secretary.

19.4

Subject to any Statute, any shareholder or shareholders of the Company holding at least the percentage of voting rights of the Company [required under the Companies Law] in order to be entitled to require inclusion of a matter on the agenda of a General Meeting (the “Proposing Shareholder(s)”) may request, subject to the Companies Law, that the Board include a matter on the agenda of a General Meeting to be held in the future, provided that the Board determines that the matter is appropriate to be considered at a General Meeting (a “Proposal Request”). In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable Statute, and the Proposal Request must comply with the requirements of these Articles (including this Article 19.4) and any applicable Statute. The Proposal Request must be in writing, signed by all of the Proposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the CEO). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable Statute. The announcement of an adjournment or postponement of a General Meeting shall not commence a new time period (or

8

extend any time period) for the delivery of a Proposal Request as described above. In addition to any information required to be included in accordance with applicable Statute, a Proposal Request must include the following: (i) the name, address, telephone number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such Shares by the Proposing Shareholder(s) as of the date of the Proposal Request, and a representation that the Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii) the matter requested to be included on the agenda of a General Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the General Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting and, if the Proposing Shareholder wishes to have a position statement in support of the Proposal Request, a copy of such position statement that complies with the requirement of any applicable Statute, (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable Statute to be provided to the Company in connection with such matter, if any, has been provided to the Company. The Board, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a General Meeting, as the Board may reasonably require.

A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, share appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

The information required pursuant to this Article shall be updated as of (i) the record date of the General Meeting, (ii) five days before the General Meeting, and (iii) as of the General Meeting, and any adjournment or postponement thereof.

19.5

Subject to applicable law, the Board shall determine the agenda of any General Meeting.

19.6

An amendment to Article 19.4 or this Article 19.6 shall require a Special Majority.

19.7

Notice of General Meetings

9

(a)

The Company is not required to give notice of a General Meeting, subject to any mandatory provision of the Companies Law.

(b)

The accidental omission to give notice of a General Meeting to any Shareholder, or the non-receipt of notice sent to such Shareholder, shall not invalidate the proceedings at such meeting or any resolution adopted thereat.

(c)

No Shareholder present, in person or by proxy, at any time during a General Meeting shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such General Meeting on account of any defect in the notice of such meeting relating to the time or the place thereof, or any item acted upon at such meeting.

(d)

In addition to any places at which the Company may make available for review by Shareholders the full text of the proposed resolutions to be adopted at a General Meeting, as required by the Companies Law, the Company may add additional places for Shareholders to review such proposed resolutions, including an internet site.

19.8

Record Date of General Meetings

Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the Shareholders entitled to notice of or to vote at any General Meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date for a General Meeting, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of Shareholders of record entitled to notice of or to vote at a General Meeting shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

20.   PROCEEDINGS AT GENERAL MEETINGS

20.1

Quorum

(a)

No business shall be transacted at any General Meeting of the Company unless a quorum of shareholders is present at the opening of the General Meeting.

(b)

Except as provided in the following Article with regard to an adjourned General Meeting, the quorum for any General Meeting shall be the presence of at least two shareholders in person or by proxy (including by voting deed) holding 331∕3% of the voting rights in the Company. For this purpose, abstaining shareholders shall be deemed present at the General Meeting.

(c)

If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the General Meeting shall stand adjourned to the same day in the following week at the same time and place or to such other day, time and place as the Board may indicate in a notice to the shareholders. At such adjourned General Meeting any number of shareholders shall constitute a quorum for the business for which the original General Meeting was called.

20.2

Chairperson of the General Meeting

(a)

The Chairperson of the Board shall preside as the Chairperson at every General Meeting, but if there shall be no such Chairperson or if at any meeting the Chairperson shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairperson of the meeting, then any of the following may preside as Chairperson of the meeting (and in the following order): a Director designated by the Board, the CEO, the Chief Financial Officer, the General Counsel/Secretary, or any person designated by any of the foregoing. If at any such meeting none of the foregoing persons is present or all are unwilling or unable to act as Chairperson, the shareholders (or shareholder as the case may be) present at the meeting shall choose a shareholder as chairman of the meeting.

10

(b)

The Chairperson of the General Meeting may, with the consent of a General Meeting at which a quorum is present, and shall if so directed by the General Meeting, adjourn any meeting, discussion or the resolution with respect to a matter that is on the agenda, from time to time and from place to place as the meeting shall determine. Except as may be required by the Companies Law, no shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

(c)

Subject to Article 20.2(a) above, a vote in respect of the election of the Chairperson of the meeting or regarding a resolution to adjourn the meeting shall be carried out immediately. All other matters shall be voted upon during the meeting at such time and order as decided by the Chairperson of the General Meeting.

21.   VOTE OF SHAREHOLDERS

21.1

No Shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereat), unless all calls then payable by him or her in respect of his or her shares in the Company have been paid.

21.2

All resolutions proposed at any General Meeting will require a Simple Majority, unless otherwise expressly required by the Statutes or these Articles.

21.3

A declaration by the Chairperson of the meeting that a resolution has been adopted or rejected, whether unanimously or with a specific majority and an entry to that effect in the minutes of the meeting shall be regarded as prima facie evidence thereof.

21.4

A General Meeting, the consideration of any matter on its agenda or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place: (i) by the Chairperson of a General Meeting as described in Article 20.2(b) above; or (ii) by the Board (whether prior to or at a General Meeting), but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called.

21.5

The Chairperson of the meeting will not have a second and/or a casting vote. If the vote is tied with regard to a certain proposed resolution such proposal shall be deemed rejected.

21.6

If two or more persons are jointly entitled to a share, the vote of the senior one who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders of the share, and for this purpose seniority shall be determined by the order in which the names stand in the Register.

21.7

A proxy may be appointed in respect of only some of the shares held by a shareholder, and a shareholder may appoint more than one proxy, each empowered to vote by virtue of a portion of the shares.

21.8

A proxyholder need not be a shareholder of the Company.

21.9

The instrument appointing a proxy shall be in writing signed by the appointer or of his attorney-in-fact duly authorized in writing. A corporate entity shall vote by a representative duly appointed in writing by such entity. Any instrument appointing a representative of a corporate entity or a proxy at a form satisfactory to the Company (whether for a specified meeting or otherwise) shall be in a form satisfactory to the Company.

Such instrument shall be duly signed by the appointer or his duly authorized attorney or, if such appointer is a company or other corporate body, under its common seal, stamp or printed name or the hand of its duly authorized agent(s) or attorney(s).

21.10

If a Shareholder is a minor, under protection, bankrupt or legally incompetent, or in the case of

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a corporation, is in receivership or liquidation, it may vote through his or its trustees, receiver, liquidator, natural guardian or another legal guardian, as the case may be, and the persons listed above may vote in person or by proxy.

21.11

Unless otherwise determined by the Board, the instrument of appointment must be submitted to the Office no later than 48 hours prior to the time fixed for such General Meeting to be attended by such proxy or representative. Notwithstanding the above, the Chairperson of the meeting shall have the right to waive the time requirement provided above with respect to all instruments of appointment and to accept any and all instruments of appointment until the beginning of a General Meeting.

21.12

Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairperson, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under these Articles for such new appointment), provided such notice of cancellation or instrument appointing a different proxy is so received at the place and within the time for delivery of the instrument revoked thereby as referred to in these Articles, or (ii) if the appointing Shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairperson of such meeting of written notice from such Shareholder of the revocation of such appointment, or if and when such Shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment, or the presence in person or vote of the appointing Shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of this Article 21.12 at or prior to the time such vote was cast.

21.13

A shareholder being of unsound mind or pronounced to be unfit to vote by a competent court of law may vote through a legally appointed guardian or any other representative appointed by a court of law to vote on behalf of such shareholder.

21.14

A shareholder entitled to vote may signify in writing his approval of, or dissent from, or may abstain from any resolution included in a proxy instrument furnished by the Company. A proxy instrument may include resolutions pertaining to such issues which are permitted to be included in a proxy instrument according to the Statutes, and such other issues which the Board may decide, in a certain instance or in general, to allow voting through a proxy. A shareholder voting or abstaining through a proxy instrument shall be taken into account in determining the presence of a quorum as if such shareholder is present at the meeting.

21.15

The Chairperson of the General Meeting shall be responsible for recording the minutes of the General Meeting and any resolution adopted.

21.16

A defect in convening or conducting a General Meeting, including a defect resulting from the non-fulfillment of any provision or condition set forth in the Companies Law or these Articles, including with regard to the manner of convening or conducting the General Meeting, shall not disqualify any resolution passed at the General Meeting and shall not affect the discussions or decisions which took place thereat.

21.17

The provisions of this Article 21 relating to General Meetings shall, mutatis mutandis, apply to Class Meetings.

21.18

Effect of Death of Appointer of Transfer of Share and or Revocation of Appointment

(a)

A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the prior death or bankruptcy of the appointing Shareholder (or of his or her attorney-in-fact, if any, who signed such instrument), or the transfer of the share in respect of which the vote is cast, unless written notice of such matters shall have been received by the Company or by the Chairperson of such meeting prior to such vote being cast.

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(b)

Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairperson, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under this Article 21.18(b) for such new appointment), provided such notice of cancellation or instrument appointing a different proxy is so received at the place and within the time for delivery of the instrument revoked thereby as referred to in this Article 21.18(b), or (ii) if the appointing Shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairperson of such meeting

22.   DIRECTORS

22.1

Powers, Number of Directors, Composition & Election

(a)

The Board shall have and execute all powers and/or responsibilities allocated to the Board by the Statutes and these Articles, including, without limitation, (i) the powers granted to the Board pursuant to Section 92 of the Companies Law, and (ii) setting the Company’s policies and supervision over the execution of the powers and responsibilities of the CEO. The Board may execute any power of the Company that is not specifically allocated by the Statutes or by these Articles to another organ of the Company.

(b)

Without limiting the generality of the foregoing, the Board may, from time to time, set aside any amount(s) out of the profits of the Company as a reserve or reserves for any purpose(s) which the Board, in its absolute discretion, shall deem fit, including without limitation, capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to time deal with and vary such investments and dispose of all or any part thereof, and employ any such reserve or any part thereof in the business of the Company without being bound to keep the same separate from other assets of the Company, and may subdivide or re-designate any reserve or cancel the same or apply the funds therein for another purpose, all as the Board may from time to time think fit.

(c)

The number of directors on the Board shall be no less than three (3) but no more than [twelve (12)], including any External Directors required to be appointed by the Companies Law (if required). A reduction of the maximum number of directors on the Board under this Article 22.1(c), shall not affect the term in office of serving directors determined prior to such reduction.

(d)

The directors, excluding the External Directors, shall be classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, hereby designated as Class I, Class II and Class III. The Board may assign members of the Board already in office to such classes at the time such classification becomes effective.

(1)

The term of office of the initial Class I directors shall expire at the first Annual Meeting to be held in 2023 and when their successors are elected and qualified;

(2)

The term of office of the initial Class II directors shall expire at the first Annual Meeting following the Annual Meeting referred to in Article 22.1(d)(1) above and when their successors are elected and qualified, and

(3)

The term of office of the initial Class III directors shall expire at the first Annual Meeting following the Annual Meeting referred to in Article 22.1(d)(2) above and when their successors are elected and qualified.

(4)

If the number of Directors (excluding External Directors, if any were elected) that comprises the Board is hereafter changed by the Board, any newly created directorships or decrease in directorships shall be so apportioned by the Board among the classes as

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to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

(e)

At each Annual Meeting, commencing with the Annual Meeting to be held in 2023, each of the successors elected to replace the directors of a Class whose term shall have expired at such Annual Meeting shall be elected to hold office until the third Annual Meeting next succeeding his or her election and until his or her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each director shall serve until his or her successor is elected and qualified or until such earlier time as such director’s office is vacated.

(f)

The Board may at any time and from time to time appoint any person as a director to fill a vacancy (whether such vacancy is due to a director no longer serving or due to the number of directors serving being less than the maximum number stated in Article 22.1(c) above). In the event of one or more such vacancies in the Board, the continuing directors may continue to act in every matter; provided, however, that if their number is less than the minimum number provided for pursuant to Article 22.1(c) above, they may only act in an urgent matter or to fill the office of a director which has become vacant up to a number equal to the minimum number provided for pursuant to Article 22.1(c) above. The office of a director that was appointed by the Board to fill any vacancy shall only be for the remaining period of time during which the director whose service has ended was filled would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number stated in Article 22.1(c) above, the Board shall determine at the time of appointment the class pursuant to Article 22.1(d) above, to which the additional director shall be assigned. Other than as provided in this Article 22.1(f) directors may be elected only at Annual Meetings.

(g)

Prior to every General Meeting of the Company at which directors are to be elected, and subject to clauses (a) and (h) of this Article, the Board (or a Committee thereof) shall select, by a resolution adopted by a majority of the Board (or such Committee), a number of persons to be proposed to the shareholders of the Company for election as directors at such General Meeting (the “Nominees”).

(h)

Any Proposing Shareholder requesting to include on the agenda of a General Meeting a nomination of a Person to be proposed to the Shareholders for election as director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 22.1(h) and Article 19.4 and applicable Statute. Unless otherwise determined by the Board, a Proposal Request relating to an Alternate Nominee is deemed to be a matter that is appropriate to be considered only at an Annual Meeting. In addition to any information required to be included in accordance with applicable Statute, such a Proposal Request shall include information required pursuant to Article 19.4, and shall also set forth: (i) the name, address, telephone number and email address of the Alternate Nominee and all citizenships and residencies of the Alternate Nominee; (ii) a description of all arrangements, relations or understandings during the past three (3) years, and any other material relationships, between the Proposing Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed by the Alternate Nominee that he consents to be named in the Company’s notices and proxy materials relating to the General Meeting, if provided or published, and, if elected, to serve on the Board and to be named in the Company’s disclosures and filings, (iv) a declaration signed by each Alternate Nominee as required under the Companies Law and any other applicable Statute for the appointment of such an Alternate Nominee and an undertaking that all of the information that is required and regulations to be provided to the Company in connection with such an appointment has been provided (including, information in respect of the Alternate Nominee as would be provided in response to the applicable disclosure requirements); (v) a declaration made by the Alternate Nominee of whether he meets the criteria for an independent director and, if applicable, External Director of the Company under the Companies Law or under any

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applicable Statute, and if not, then an explanation of why not; and (vi) any other information required at the time of submission of the Proposal Request by applicable Statute. In addition, the Proposing Shareholder(s) and each Alternate Nominee shall promptly provide any other information reasonably requested by the Company, including a duly completed director and officer questionnaire, in such form as may be provided by the Company, with respect to each Alternate Nominee. To be timely, a Proposal Request relating to an Alternate Nominee shall be delivered to, or mailed and received by, the Secretary of the Company at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Company no earlier than 120 days prior to such Annual Meeting and no later than the later of 70 days prior to the date of the Annual Meeting or the 10th day following the day on which public announcement of the date of the Annual Meeting was first made by the Company. The Board may refuse to acknowledge the nomination of any person not made in compliance with the foregoing. The Company shall be entitled to publish any information provided by a Proposing Shareholder or Alternate Nominee pursuant to this Article 22.1(h) and Article 19.4, and the Proposing Shareholder and Alternate Nominee shall be responsible for the accuracy and completeness thereof.

The Nominees or Alternate Nominees shall be elected by a resolution adopted at the General Meeting at which they are subject for election. Notwithstanding Article 19.4, in the event of a Contested Election (as defined below), the method of calculation of the votes and the manner in which the resolutions will be presented to the General Meeting shall be determined by the Board in its discretion. In the event that the Board does not or is unable to make a determination on such matter, then the method described in clause (ii) below shall apply. The Board may consider, among other things, the following methods: (i) election of competing slates of director nominees (determined in a manner approved by the Board) by a majority of the voting power represented at the General Meeting in person or by proxy and voting on such competing slates, (ii) election of individual directors by a plurality of the voting power represented at the General Meeting in person or by proxy and voting on the election of directors (which shall mean that the nominees receiving the largest number of “for” votes will be elected in such Contested Election), (iii) election of each nominee by a majority of the voting power represented at the General Meeting in person or by proxy and voting on the election of directors, provided that if the number of such nominees exceeds the number of directors to be elected, then as among such nominees the election shall be by plurality of the voting power as described above, and (iv) such other method of voting as the Board deems appropriate, including use of a “universal proxy card” listing all Nominees and Alternate Nominees by the Company. For the purposes of these Articles, election of directors at a General Meeting shall be considered a “Contested Election” if the aggregate number of Nominees and Alternate Nominees at such meeting exceeds the total number of Directors to be elected at such meeting, with the determination thereof being made by the Secretary (or, in the absence thereof, by the CEO of the Company) as of the close of the applicable notice of nomination period under these Articles or under applicable law, based on whether one or more notice(s) of nomination were timely filed in accordance herewith; provided, however, that the determination that an election is a Contested Election shall not be determinative as to the validity of any such notice of nomination; and provided further, that, if, prior to the time the Company mails its initial proxy statement in connection with such election of directors, one or more notices of nomination of an Alternate Nominee are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a Contested Election. At any General Meeting at which Directors are to be elected, each shareholder shall be entitled to cast a number of votes with respect to nominees for election to the Board up to the total number of Directors to be elected at such meeting. Shareholders shall not be entitled to cumulative voting in the election of Directors, except to the extent specifically set forth in this Article.

(i)

The term of office of a director shall commence on the date of such director’s election by

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the Annual Meeting or by the Board or on a later date, should such date be determined in the resolution of appointment of the Annual Meeting or of the Board.

(j)

This Article 22.1 may only be amended, replaced or suspended by a resolution of the Special Majority.

(k)

Notwithstanding anything to the contrary in these Articles, the election, qualification, removal, or dismissal of External Directors shall be in accordance with the applicable provisions set forth in the Companies Law.

22.2

Remuneration

The Company shall determine the remuneration of the directors, if any, in accordance with the Companies Law.

22.3

Chairperson of the Board

The Board shall appoint one of its members to serve as the Chairperson and may replace the Chairperson from time to time. The Chairperson shall preside at meetings of the Board, but if at any meeting the Chairperson is not present within fifteen (15) minutes after the time appointed for holding the meeting, the present directors shall choose a present director to be chairman of such meeting.

22.4

Vacation of Office

The office of a Director shall be vacated and he shall be dismissed or removed:

(a)

ipso facto, upon his death;

(b)

if he is prevented by any Statute from serving as a Director;

(c)

if the Board determines that due to his mental or physical state he is unable to serve as a director;

(d)

if his directorship expires pursuant to these Articles and/or applicable law;

(e)

by a resolution adopted at a General Meeting by a Special Majority. Such removal shall become effective on the date fixed in such resolution;

(f)

by his written resignation, such resignation becoming effective on the date fixed therein, or upon the delivery thereof to the Company, whichever is later; or

(g)

with respect to an External Director, if so elected, and notwithstanding anything to the contrary herein, only pursuant to applicable law.

23.

PROCEEDINGS OF THE DIRECTORS

23.1

The directors shall meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they deem fit, subject to these Articles.

23.2

Unless otherwise determined by the Board, written notice of any meeting of the Board and the agenda setting out the matters to be discussed at such meeting, shall be given to all directors at least forty-eight (48) hours (or such shorter notice (i) if all the directors so agree or (ii) in the case of emergency, if a majority of the directors so agree) before the meeting. A majority of the members of the Board may decide to hold a meeting without such notice, provided the Chairperson participates in such meeting.

23.3

Quorum

No business shall be transacted at any meeting of the Board unless a quorum of directors is present when a meeting is called to order. A quorum shall be deemed to exist when there are present at least a majority of those members of the Board then in office who are not legally prevented from participating and voting in the meeting.

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If a quorum is not present at the meeting of the Board within half an hour after the time scheduled for the meeting, the meeting may be adjourned to another time as shall be decided by the Chairperson, or in his absence, the directors present at the meeting, provided that notice of no less than forty-eight (48) hours in advance shall be given to all the directors of the time of the adjourned meeting. A directors may waive the necessity of such notice either beforehand or retrospectively. The quorum for the commencement of the adjourned meeting shall be at least one member of the Board.

23.4

Methods of Attending Meetings

Some or all of the directors may attend meetings of the Board through computer network, telephone or any other media of communication, enabling all the directors participating to hear and communicate with each other simultaneously, provided that due prior notice detailing the time and manner of holding a given meeting is served upon all the directors. The Board may waive the necessity of such notice either beforehand or retrospectively.

Any resolution adopted by the Board in such a meeting, pursuant to the provisions of these Articles, will be recorded in writing and signed by the Chairperson (or in his absence by the chairman of the meeting), and shall be valid as if adopted at a meeting of the Board duly convened and held.

23.5

A resolution in writing signed by all of the directors eligible to participate in the discussion and vote on such resolution, or in respect of which all such directors have agreed (in writing by mail, fax, or electronic mail) not to convene, shall be as valid and effective for all purposes as if passed at a meeting of the Board duly convened and held.

Any such resolution may consist of several counterparts, each signed by one or more directors. Such resolution in writing shall be effective as of the last date appearing on the resolution, or if the resolution is signed in two or more counterparts, as of the last date appearing on the counterparts.

23.6

While exercising his/her voting right, each director shall have one vote. Resolutions of the Board will be decided by a simple majority of the directors present and voting, not taking into consideration abstaining votes, except as otherwise provided in these Articles or by the Statutes. In the event the vote is tied, the Chairperson of the Board shall have a casting vote.

23.7

Alternate Director

(a)

Pursuant to the Companies Law, any director may, from time to time, appoint, remove or replace any person from acting as his alternate (the “Alternate Director”); provided that the appointment of such person shall have effect only upon and subject to its being approved by the Board. The appointment of an Alternate Director does not negate the responsibility of the appointing director and such responsibility shall continue to apply to such appointing director — taking into account the circumstances of the appointment.

(b)

An Alternate Director shall be entitled, while holding office, to receive notices of meetings of the Board and to attend and vote as a director at any meetings at which the appointing director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing director. Provided however, that (i) he may not in turn appoint an alternate for himself (unless the instrument appointing him otherwise expressly provides and such appointment is approved by the Board), and (ii) an Alternate Director shall have no standing at any meeting of the Board or any Committee thereof while the appointing director is present.

(c)

Any individual, who qualifies to be a member of the Board, may act as an Alternate Director. One person may not act as Alternate Director for several directors or if he is serving as a director.

(d)

Any notice to the Company pursuant to Article 23.7(a) shall be given in person to, or by sending the same by mail to the attention of the Chairperson of the Board at the principal office of the Company or to such other person or place as the Board shall have determined for

17

such purpose, and shall become effective on the date fixed therein, upon the receipt thereof by the Company (at the place as aforesaid) or upon the approval of the appointment by the Board, whichever is later.

(e)

The office of an Alternate Director shall be vacated under the circumstances, mutatis mutandis, set forth in Article 22.4, and such office shall ipso facto be vacated if the office of the director who appointed such Alternate Director is vacated, for any reason.

23.8

Delegation of Powers

(a)

The Board may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees (in these Articles referred to as a “Committee”), each consisting of one or more persons, and it may from time to time revoke such delegation or alter the composition of any such Committee. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board, subject to applicable law. No regulation imposed by the Board on any Committee and no resolution of the Board shall invalidate any prior act done pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board had not been adopted. The meetings and proceedings of any such Committee shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board, to the extent not superseded by any regulations adopted by the Board. Unless otherwise expressly prohibited by the Board or the applicable law, in delegating powers to a Committee, such Committee shall be empowered to further delegate such powers. If the Board delegates powers to a Committee, at least one External Director shall serve on such Committee.

(b)

Without derogating from the provisions of Article 26, the Board may from time to time appoint a Secretary to the Company, as well as officers, agents, employees and independent contractors, as the Board deems fit, and may terminate the service of any such person. The Board may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons.

(c)

The Board may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

23.9

Meetings of Committees and proceedings thereat (including the convening of the meetings, the election of the chairman and the votes) shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and unless otherwise determined by the Board, including by an adoption of a charter governing the Committee proceedings.

23.10

Notwithstanding anything to the contrary herein, failure to deliver notice to a Director of any such meeting in the manner required hereby may be waived by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect is waived prior to action being taken at such meeting, by all Directors entitled to participate at such meeting to whom notice was not duly given as aforesaid. Without derogating from the foregoing, no Director present at any time during a meeting of the Board shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such meeting on account of any defect in the notice of such meeting relating to the date, time or the place thereof or the convening of the meeting.

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24.

CONFLICT OF INTEREST; APPROVAL OF CERTAIN TRANSACTIONS WITH RELATED PARTIES

Subject to the Companies Law and these Articles, a transaction between the Company and an Office Holder, and a transaction between the Company and another entity in which an Office Holder of the Company has a personal interest, in each case, which is not an Extraordinary Transaction (as defined by the Companies Law), shall require only approval by the Board or a Committee of the Board subject to the Companies Law. Such authorization, as well as the actual approval, may be for a particular transaction or more generally for specific type of transactions. Subject to the provisions of the Companies Law and these Articles, no Director shall be disqualified by virtue of his office from holding any office or place of profit in the Company or in any company in which the Company shall be a shareholder or otherwise interested, or from contracting with the Company as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested, be avoided, nor, other than as required under the Companies Law, shall any Director be liable to account to the Company for any profit arising from any such office or place of profit or realized by any such contract or arrangement by reason only of such Director’s holding that office or of the fiduciary relations thereby established, but the nature of his interest, as well as any material fact or document, must be disclosed by him at the meeting of the Board at which the contract or arrangement is first considered, if his interest then exists, or, in any other case, at no later than the first meeting of the Board after the acquisition of his interest.

25.

RECORDS AND VALIDITY OF ACTS

25.1

The minutes of the General Meeting or the Board or any Committee thereof, shall be recorded in the Company’s minutes book, as required under the Statutes, signed by the Chairperson or the chairman of a certain meeting. Such signed minutes shall be deemed prima facie evidence of the meeting and the resolutions resolved therein.

25.2

All acts done bona fide by any meeting of the Board or of a Committee or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

26.

CHIEF EXECUTIVE OFFICER

26.1

The Board shall from time to time appoint one or more persons, whether or not directors, as CEO of the Company who shall have the powers and authorities set forth in the Companies Law, and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board as the Board may deem fit, subject to such limitations and restrictions as the Board may from time to time prescribe. Such appointment(s) may be either for a fixed term or without any limitation of time, and the Board may from time to time (subject to any additional approvals required under, and the provisions of, the Companies Law and of any contract between any such person and the Company) fix their salaries and compensation, remove, or dismiss them from office and appoint another or others in his or their place or places.

26.2

Unless otherwise determined by the Board, the CEO shall have authority with respect to the management and operations of the Company in the ordinary course of business.

27.

INSURANCE, EXCULPATION, AND INDEMNITY

27.1

Insurance of Office Holders

(a)

The Company may insure the liability of an Office Holder, to the fullest extent permitted under applicable law.

(b)

Without derogating from the aforesaid, the Company may enter into a contract to insure the liability of an Office Holder therein for an obligation imposed on him in consequence of an act done in his capacity as an Office Holder in the Company or as an office holder in an affiliate of the company, including in any of the following cases:

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(1)

A breach of the duty of care vis-a-vis the Company or vis-a-vis another person.

(2)

A breach of the duty of loyalty vis-a-vis the Company, provided that the Office Holder acted in good faith and had a reasonable basis to believe that the act would not harm the Company;

(3)

A monetary obligation imposed on him in favor of another person;

(4)

A monetary liability imposed on such Office Holder in favor of a payment to an injured party at an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law and expenses regarding Administrative Procedures conducted in connection with such Office Holder and/or in connection with a monetary sanction, including reasonable litigation expenses and reasonable attorney’s fees;

(5)

Any other matter in respect of which it is permitted or will be permitted under any Statute to insure the liability of an Office Holder in the Company, and to the extent such law requires the inclusion of a provision permitting such insurance in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 50P of the EC Law, if and to the extent applicable).

27.2

Indemnity of Office Holders

The Company may indemnify an Office Holder, to the fullest extent permitted under applicable law. Without derogating from the aforesaid, the Company may indemnify an Office Holder for a liability or expense imposed on him in consequence of an act done in his capacity as an Office Holder in the Company or as an office holder in an affiliate of the company, including as follows:

(1)

a monetary liability incurred by or imposed on the Office Holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court;

(2)

reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the Office Holder as a result of an investigation or proceeding filed against the Office Holder by an authority authorized to conduct such investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such Office Holder and without the imposition on him of any monetary obligation in lieu of a criminal proceeding; (ii) concluded without the filing of an indictment against the Office Holder but with the imposition of a monetary obligation on the Office Holder in lieu of criminal proceedings for an offense that does not require proof of criminal intent; or (iii) in connection with a monetary sanction;

(3)

reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder or which were imposed on the Office Holder by a court (i) in a proceeding instituted against the Office Holder by the Company, on its behalf, or by a third party, or (ii) in connection with criminal indictment of which the Office Holder was acquitted, or (iii) in a criminal indictment which the Office Holder was convicted of an offense that does not require proof of criminal intent;

(4)

a monetary liability imposed on the Office Holder in favor of all the injured parties by the breach in an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;

(5)

expenses expended by the Office Holder with respect to an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and

(6)

any other obligation or expense in respect of which it is permitted or will be permitted under applicable Statute to indemnify an Office Holder, and to the extent such law

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requires the inclusion of a provision permitting such indemnity in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 50P(b)(2) of the EC Law, if and to the extent applicable.

27.3

Advance Indemnity

The Company may give an advance undertaking to indemnify an Office Holder therein including in respect of the following matters:

(1)

matters as detailed in Article 27.2(1), provided however, that the undertaking is restricted to events, which in the opinion of the Board, are anticipated in light of the Company’s activities at the time of granting the obligation to indemnify and is limited to a sum or measurement determined by the Board as reasonable under the circumstances; and

(2)

matters as detailed in Articles 27.2(2) through 27.2(6).

27.4

Retroactive Indemnity

Subject to the provisions of the Companies Law, the Company may indemnify an Office Holder in the Company or as an office holder in an affiliate of the company retroactively up to the maximum extent permitted under the Statute.

27.5

Exculpation

The Company may exempt and exculpate an Office Holder in advance for all or any of his liability for damage in consequence of a breach of the duty of care vis-a-vis the Company, to the fullest extent permitted under the Statutes. However, the Company may not exempt a director in advance from his liability toward the Company due to the breach of his/her duty of care in a Dividend distribution.

27.6

Insurance, Exculpation, and Indemnity — General

(a)

The above provisions with regard to insurance, exemption, exculpation and indemnity are not and shall not limit the Company in any way with regard to its entering into an insurance contract and/or with regard to the grant of indemnity and/or exemption and/or exculpation in connection with a person who is not an Office Holder of the Company, including employees, contractors or consultants of the Company, all subject to any applicable law.

(b)

The Company may enter into a contract in relation to exemption, exculpation, indemnification and insurance of Office Holders in companies under its control, related companies and other companies in which it has any interest, to the maximum extent permitted under the Statutes, and in this context the foregoing provisions in relation to exemption, exculpation, indemnification and insurance of Office Holders in the Company shall apply, mutatis mutandis.

(c)

Any amendment to the Companies Law any other Statute adversely affecting the right of any Office Holder to be indemnified, insured, exculpated or exempted pursuant to Articles 27.1 to 27.5 and any amendments to Articles 27.1 to 27.5 shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify, insure, exculpate or exempt an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

(d)

An undertaking in relation to exemption, exculpation, indemnification and insurance of an Office Holder as aforesaid may also be valid after the office of such Office Holder in the Company has terminated.

28.

APPOINTMENT OF AN AUDITOR

28.1

Subject to the Statutes, the Annual Meeting shall appoint an Auditor for a period ending at the

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next Annual Meeting, or for a longer period, but no longer than until the third Annual Meeting after the meeting at which the Auditor has been appointed. The same Auditor may be re-appointed.

28.2

Subject to the Statutes, the terms of service (including fees) of the Auditor for the audit services shall be determined by the Board, at its discretion, or a committee of the Board if such determination was delegated to a committee, including undertakings or payments to the Auditor. The Board shall report the fees of the Auditor to the Annual Meeting.

29.

SIGNATORIES

Signatory rights on behalf of the Company shall be determined from time to time by the Board.

30.

DIVIDENDS

30.1

The Board may from time declare, and cause the Company to pay, such dividend as may appear to the Board to be justified by the profits of the Company and as permitted by the Companies Law. The Board shall determine the time for payment of such dividends and the record date for determining the shareholders entitled thereto.

30.2

Subject to the provisions of these Articles and subject to the rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred rights or not granting any rights with respect to dividends, any dividend paid by the Company shall be allocated among the shareholders entitled thereto in proportion to their respective holdings of the shares in respect of which such dividends are being paid.

30.3

No dividend shall carry interest as against the Company.

30.4

The Board may determine that the Company (i) may cause any moneys, investments, or other assets forming part of the undivided profits of the Company, standing to the credit of a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the Company and available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized and distributed among such of the Shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion, on the footing that they become entitled thereto as capital; and (ii) may cause such distribution or payment to be accepted by such Shareholders in full satisfaction of their interest in the said capitalized sum.

30.5

All unclaimed dividends or other moneys payable in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The payment by the Directors of any unclaimed dividend or such other moneys into a separate account shall not constitute the Company a trustee in respect thereof, and any dividend unclaimed after a period of one (1) year (or such other period determined by the Board) from the date of declaration of such dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the Company, provided, however, that the Board may, at its discretion, cause the Company to pay any such dividend or such other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal (and only the principal) of any unclaimed dividend of such other moneys shall be, if claimed, paid to a person entitled thereto.

30.6

Any dividend or other moneys payable in cash in respect of a share, less the tax required to be withheld pursuant to applicable law, may, as determined by the Board in its sole discretion, be paid by check or payment order sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose name is registered first in the Register or his bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under these Articles, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board deems appropriate. Every such

22

check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company.

30.7

The Board may settle, as it deems fit, any difficulty arising with regard to the distribution of dividends, bonus shares or otherwise, and in particular, to issue certificates for fractions of shares and sell such fractions of shares in order to pay their consideration to those entitled thereto, or to set the value for the distribution of certain assets and to determine that cash payments shall be paid to the Shareholders on the basis of such value, or that fractions whose value is less than NIS 0.01 shall not be taken into account. The Board may instruct to pay cash or convey these certain assets to a trustee in favor of those people who are entitled to a dividend, as the Board shall deem appropriate.

30.8

The Board may deduct from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by him or her to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction whatsoever.

(a)

The Board may retain any dividend or other moneys payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or toward satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.

(b)

The Board may retain any dividend or other moneys payable or property distributable in respect of a share in respect of which any person is, under Article 10, entitled to become a Shareholder, or which any person is, under said Article, entitled to transfer, until such person shall become a Shareholder in respect of such share or shall transfer the same.

30.9

If two or more persons are registered as joint holders of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable in respect of such share.

31.

REDEEMABLE SECURITIES

The Company may, subject to applicable law, issue redeemable securities and redeem the same upon terms and conditions to be set forth in a written agreement between the Company and the holder of such securities or in their terms of issuance.

32.

ACCOUNTS

The Company’s books of account shall be kept at the office of the Company, or at such other place or places as the Board may think fit, and they shall always be open to inspection by all directors. No shareholder, not being a director, shall have any right to inspect any account or book or other similar document of the Company, except as conferred by law or authorized by the Board. The Company shall not be required to send copies of its annual financial statements to its shareholders except as required by Statute.

33.

DONATIONS

The Company may make donations of reasonable amounts, as the Board may determine in its discretion, to worthy causes, even if such donations are not within the framework of business considerations to maximize the Company’s profits.

34.

NOTICES

34.1

Subject to the Statutes, notice or any other document which the Company shall deliver and which it is entitled or required to give pursuant to the provisions of these Articles and/or the Statutes shall be delivered by the Company to any person, in any one of the following manners as the Company may choose: in person, by mail, transmission by email or by other electronic form.

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Any notice or other document which shall be sent shall be deemed to have reached its destination:

(i)

in the case of mailing, seventy-two (72) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight hours after it has been posted;

(ii)

in the case of overnight air courier, on the next Business Day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner than three Business Days after it has been sent;

(iii)

in the case of personal delivery, when actually tendered in person, to such addressee;

(iv)

in the case of facsimile, email or other electronic transmission, on the first Business Day (during normal business hours in place of addressee) on which the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by the addressee or delivery confirmation from the addressee’s email or other communication server.

If a notice is, in fact, received by the addressee, it shall be deemed to have been duly served, when received, notwithstanding that it was defectively addressed or failed, in some other respect, to comply with the provisions of this Article 34.

Should it be required to prove delivery, it shall be sufficient to prove that the notice or document sent contains the correct mailing or e-mail details as registered in the Register or any other address which the shareholder submitted in writing to the Company as the address and fax or e-mail details for the submission of notices or other documents.

Notwithstanding anything to the contrary hereunder, subject to the provisions of the Statutes, a notice to a shareholder (including a notice by the Company of a General Meeting) may be served, as a general notice to all shareholders, published by the Company on the website of the Company or any appropriate government agency, in accordance with applicable rules and regulations of any stock market upon which the Company’s shares are listed and, if so published, shall be deemed to have been duly given on the date of such publication to any shareholder.

In cases where it is necessary to give advance notice of a particular number of days or notice which shall remain in effect for a particular period, the day the notice was sent shall be excluded and the scheduled day of the meeting or the last date of the period shall be included in the count.

The Company shall not be required to give notice to its registered shareholders pursuant to the Companies Law, unless otherwise required by Statutes. Subject to the Statutes, the Company shall not be required to send notices to any shareholder who is not registered in the Register or has not provided the Company with accurate and sufficient mailing details.

34.2

Any notice to be given to the shareholders shall be given, with respect to joint shareholders, to the person whose name appears first in the Register as the holder of the said share, and any notice so given shall be sufficient notice for all holders of the said share.

34.3

Any notice or other document served upon or sent to any shareholder in accordance with these Articles shall, notwithstanding that he be then deceased or bankrupt, and whether the Company received notice of his death or bankruptcy or not, be deemed to be duly served or sent in respect of any shares held by him (either alone or jointly with others) until some other person is registered in his stead as the holder or joint holder of such shares, and such service or sending shall be a sufficient service or sending on or to his heirs, executors, administrators or assigns and all other persons (if any) interested in such share.

34.4

The accidental omission to give notice to any shareholder or the non-receipt of any such notice shall not cancel or annul any action made in reliance on the notice.

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35.

LOCK-UP

35.1

The following terms shall have the meanings as defined below for all purposes of this Article 35.

“Affiliate” means any other entity which controls, is controlled by, or is under common control with, such shareholder.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 8, 2022, by and among the Company, SatixFy MS, a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and Endurance Acquisition Corp., a Cayman Islands exempted company.

“Equity Grant Agreement” means that certain Equity Grant Agreement, dated as of February 1, 2022, by and among the Company, FP Credit Partners, L.P., FP Credit Partners Phoenix, L.P., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

“Francisco Partners” means FP Credit Partners, L.P., FP Credit Partners Phoenix, L.P., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., collectively.

“Lock-up Period” shall mean with respect to the shareholders who are shareholders of the Company immediately prior to the Closing Date and their respective Lock-up Permitted Transferees, the period beginning on the date of the closing (the “Closing”) of the Business Combination (the “Closing Date”), and ending on the date that is one hundred and eighty (180) days following the Closing Date.

“Lock-up Shares” shall mean, with respect to the shareholders who are shareholders of the Company immediately prior to the Closing Date and their respective Lock-up Permitted Transferees, the Ordinary Shares held by such shareholders immediately prior to the Closing (excluding, for the avoidance of doubt, any Ordinary Shares purchased in a private placement in connection with the Business Combination or acquired in the public market following the Closing) and any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other instrument held by the shareholders as of immediately prior to the Closing (excluding, for the avoidance of doubt, SPAC Warrants and PIPE Warrants).

“PIPE Warrants” means the warrants to purchase Ordinary Shares issued pursuant to that certain Warrant Agreement, to be executed in connection with the Closing, by and among the Company and Continental Stock Transfer & Trust Company, a New York corporation.

“SPAC Warrants” shall mean the warrants issued pursuant to that certain warrant agreement, dated as of September 14, 2021, by and among the Endurance Acquisition Corp., a Cayman Islands exempted company, Continental Stock Transfer & Trust Company, a New York corporation, and the other parties thereto, as amended by the Warrant Assumption Agreement.

“Transfer” shall mean, directly or indirectly, the (x) sale or assignment 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 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 U.S. Securities Exchange Act of 1934, as amended, with respect to, any security, (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, or any other derivative transaction with respect to, any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

35.2

Subject to Section 35.3, all shareholders which are shareholders of the Company immediately prior to the Closing Date (other than Francisco Partners, with respect to the Ordinary Shares it acquired pursuant to the Equity Grant Agreement) agree that they shall not Transfer any Lock-up Shares or any instruments exercisable or exchangeable for, or convertible into, such Lock-up

25

Shares until the end of the Lock-up Period (the “Lock-up”). For the further avoidance of doubt, securities acquired by a shareholder in open market transactions subsequent to March 8, 2022 shall not be subject to the Lock-up.

35.3

Notwithstanding the provisions set forth in Section 35.2, each shareholder and its Lock-up Permitted Transferees (other than Francisco Partners, with respect to the Ordinary Shares it acquired pursuant to the Equity Grant Agreement) may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) such shareholder’s investors, officers or directors, (ii) any direct or indirect controlled Affiliates or immediate family members of such shareholder’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), or (iii) any direct or indirect controlled Affiliates of the shareholders that are not competitors of the Company or any employees of any such Affiliates; (b) in the case of an individual, (i) by bona fide gift or charitable contribution without consideration, (ii) by virtue of laws of descent and distribution upon death of the individual and (iii) pursuant to a qualified domestic relations order; (c) by virtue of such shareholder’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of such Holder; (d) in connection with a bona fide gift or charitable contribution without consideration; (e) with the written consent of the Board or (f) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (f) as approved by the Board or a duly authorized committee thereof, which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date (collectively, the “Lock-up Permitted Transferees”); provided, however, that in the case of clauses (a) through (d) such Lock-up Permitted Transferee must execute an agreement to be bound in writing by the restrictions set forth in this Article 35.

36.

WINDING-UP

If the Company is wound up, then, subject to applicable Statutes and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution among the shareholders shall be distributed to them in proportion to the nominal value of their respective holdings of the shares in respect of which such distribution is being made.

37.

AMENDMENT

Any amendment of these Articles shall require, in addition to the approval of the General Meeting of shareholders in accordance with these Articles, also the approval of the Board with the affirmative vote of a majority of the then serving Directors.

38.

FORUM SELECTION

38.1

Unless the Company consents in writing to the selection of an alternative forum:

(a)

the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, including against any person or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants, underwriters to any offering giving rise to such complaint, or any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering; provided that the foregoing provisions of this Article shall not apply to causes of action arising under the U.S. Securities Exchange Act of 1934, as amended;

(b)

The competent courts in Tel Aviv, Israel shall be the exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (C) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law and providing that any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to these provisions.

38.2

Any person or entity purchasing or otherwise acquiring any interest in any shares of the Company shall be deemed to have notice of and consented to the provisions of this Article.

26

* * *

27

EXHIBIT G

Form of PIPE Warrant Agreement

[omitted]

EXHIBIT H

Form of Plan of Merger

Dated          2022

(1)

Endurance Acquisition Corp.

(2)

SatixFy MS

(3)

SatixFy Communications Ltd.

PLAN OF MERGER

1

THIS PLAN OF MERGER (this Plan of Merger) is dated                   2022

PARTIES

(1)

Endurance Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands with registered number 374833 having its registered office at the offices of Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, KY1-1106, Cayman Islands (the Company or the Surviving Company);

(2)

SatixFy MS, an exempted company incorporated under the laws of the Cayman Islands with registered number 387536 having its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the Merging Company); and

(3)

SatixFy Communications Ltd., a limited liability company organised under the laws of the State of Israel of 12 Hamada Street, Rehovot, 7670316, Israel (PubCo).

RECITALS

(A)

The Company and the Merging Company have agreed to merge on the terms and conditions contained in a Business Combination Agreement (as may be amended and modified from time to time, the Business Combination Agreement) dated            2022 between the Company, the Merging Company and PubCo in the form annexed in the Schedule to this Plan of Merger.

(B)

The board of directors of the Company and the board of directors of the Merging Company deem it desirable and in the commercial interests of the Company and the Merging Company, respectively, and have approved a merger pursuant to which the Merging Company will merge with and into the Company and cease to exist, with the Surviving Company continuing as the surviving company, and that the undertaking, property and liabilities of the Merging Company and the Company shall vest in the Surviving Company (the Merger).

(C)

The Merger shall be upon the terms and subject to the conditions of (i) the Business Combination Agreement, (ii) this Plan of Merger and (iii) the provisions of Part XVI of the Companies Act (as defined below).

(D)

The shareholders of the Company and the sole shareholder of the Merging Company have authorised this Plan of Merger on the terms and subject to the conditions set forth herein and otherwise in accordance with the Companies Act.

(E)

Each of the Company and the Merging Company wishes to enter into this Plan of Merger pursuant to the provisions of Part XVI of the Companies Act.

2

AGREED TERMS

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

Terms used in this Plan of Merger and not otherwise defined in this Plan of Merger shall have the meanings given to them under the Business Combination Agreement.

In this Plan of Merger:

Companies Act	means the Companies Act (As Revised) of the Cayman Islands;
Constituent Company	means each of the Company and the Merging Company;
Effective Date	means the date on which this Plan of Merger is registered by the Registrar in accordance with section 233(13) of the Companies Act unless the Constituent Companies shall deliver a notice to the Registrar signed by a director of each of the Constituent Companies specifying a later date in accordance with section 234 of the Companies Act, in which case the Effective Date shall be such later date specified in such notice to the Registrar;
Effective Time	means the time at which this Plan of Merger takes effect on the Effective Date in accordance with the Business Combination Agreement;
Existing M&A	means the amended and restated memorandum and articles of association of the Company adopted by special resolution on 14 September 2021;
PubCo Ordinary Share	means a Company Ordinary Share (as defined in the Business Combination Agreement); and
Registrar	means the Registrar of Companies in the Cayman Islands.

1.2

Interpretation

The following rules apply in this Plan of Merger unless the context requires otherwise:

(a)

Headings are for convenience only and do not affect interpretation.

(b)

The singular includes the plural and the converse.

(c)

A gender includes all genders.

(d)

Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(e)

A reference to any agreement, deed or other document (or any provision of it), includes it as amended, varied, supplemented, extended, replaced, restated or transferred from time to time.

(f)

A reference to any legislation (or any provision of it) includes a modification or re-enactment of it, a legislative provision substituted for it and any regulation or statutory instrument issued under it.

1.3

Schedule

The Schedule forms part of this Plan of Merger and shall have effect as if set out in full in the body of this Plan of Merger. Any reference to this Plan of Merger includes the Schedule.

3

2.

PLAN OF MERGER

2.1

Company Details

(a)

The constituent companies (as defined in the Companies Act) to the Merger are the Company and the Merging Company.

(b)

The surviving company (as defined in the Companies Act) is the Surviving Company, which shall [continue to be named Endurance Acquisition Corp.].

(c)

The registered office of the Company is at the offices of Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, KY1-1106, Cayman Islands. The registered office of the Merging Company is at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Following the Effective Time, the registered office of the Surviving Company will be at the offices of [Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104], Cayman Islands.

(d)

Immediately prior to the Effective Time, the authorised share capital of the Company is US$22,200.00 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each (the Class A Ordinary Shares), 20,000,000 Class B ordinary shares of a par value of US$0.0001 each (Class B Ordinary Shares) and 2,000,000 preference shares of a par value of US$0.0001 each (Preference Shares), of which [ ] Class A Ordinary Shares are issued, fully paid and outstanding, [5,000,000] Class B Ordinary Shares are issued, fully paid and outstanding, and no Preference Shares are issued and outstanding.

(e)

Immediately prior to the Effective Time, the authorised share capital of the Merging Company is US$50,000.00 divided into 50,000 ordinary shares of a par value of US$1.00 each, of which 1 ordinary share is issued, fully paid and outstanding.

(f)

At the Effective Time, the authorised share capital of the Surviving Company shall be US$22,200.00 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 2,000,000 preference shares of a par value of US$0.0001.

2.2

Effective Date

It is intended that the Merger shall be effective at the Effective Time on the Effective Date.

2.3

Terms and Conditions of the Merger

(a)

The terms and conditions of the Merger, including the manner and basis of converting shares in each Constituent Company into shares in the Surviving Company or other property as provided in section 233(5) of the Companies Act, including into PubCo Ordinary Shares, are set out in the Business Combination Agreement.

(b)

PubCo undertakes and agrees (it being acknowledged that PubCo will be the sole shareholder of the Surviving Company after the Merger) in consideration of the Merger to issue the Merger Consideration (as defined in the Business Combination Agreement) in accordance with the terms of the Business Combination Agreement.

(c)

At the Effective Time, the rights and restrictions attaching to the shares in the Surviving Company are as set out in the Existing M&A.

2.4

Memorandum of Association and Articles of Association

At the Effective Time, the memorandum and articles of association of the Surviving Company shall be in the form of the Existing M&A. Immediately after the Effective Time, the memorandum and articles of association of the Surviving Company shall be amended and restated by a shareholder special resolution adopted by PubCo, acting in its capacity as the sole shareholder of the Surviving Company, to read in their entirety in the form of the memorandum and articles of association of the Merging Company in effect immediately prior to the Effective Time, which shall thereafter be the

4

memorandum and articles of association of the Surviving Company until further amended or restated as provided therein or by applicable law.

2.5

Property

At the Effective Time, the rights, the property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of each of the Constituent Companies shall immediately vest in the Surviving Company which shall be liable for and subject, in the same manner as the Constituent Companies, to all mortgages, charges, or security interests and all contracts, obligations, claims, debts and liabilities of each of the Constituent Companies.

2.6

Directors of the Surviving Company

At the Effective Time, the names and addresses of the directors of the Surviving Company shall be as follows:

Name	Address
[Yoel Gat]	[Ramat Raziel 60, Ramat Raziel, Israel]
[Yoav Leibovitch]	[Kalisher 8 St., Rehovot, Israel]

2.7

Directors’ Benefits

There are no amounts or benefits which are or shall be paid or payable to any director of either of the Constituent Companies or the Surviving Company, in that capacity, consequent upon the Merger.

2.8

Secured Creditors

(a)

The Surviving Company has no secured creditors and has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

(b)

The Merging Company has no secured creditors and has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

3.

APPROVAL AND AUTHORISATION

3.1

This Plan of Merger has been approved by board of directors of the Company and the board of directors of the Merging Company pursuant to section 233(3) of the Companies Act.

3.2

This Plan of Merger has been authorised by the shareholders of the Company pursuant to section 233(6) of the Companies Act by way of resolutions passed at an extraordinary general meeting of the Company.

3.3

This Plan of Merger has been authorised by special resolution of the sole shareholder of the Merging Company pursuant to section 233(6) of the Companies Act.

4.

AMENDMENT AND TERMINATION

4.1

At any time prior to the Effective Date, this Plan of Merger may be amended by the directors of the Constituent Companies, to:

(a)

change the name of the Surviving Company;

(b)

change the Effective Date provided that the new Effective Date shall not be a date later than the ninetieth (90th) day after the date of registration of this Plan of Merger by the Registrar; or

(c)

effect any other changes to this Plan of Merger which the directors of both the Company and the Merging Company deem advisable, provided that such changes do not materially adversely affect any rights of the shareholders of the Company or the Merging Company, as determined by the directors of both the Company and the Merging Company, respectively.

4.2

At any time prior to the Effective Date, this Plan of Merger may be terminated by the directors of the

5

Constituent Companies, provided that such termination is in accordance with Article VII of the Business Combination Agreement.

4.3

If this Plan of Merger is amended or terminated in accordance with this Clause after it has been filed with the Registrar but before it has become effective, the Constituent Companies shall file notice of the amendment or termination (as applicable) with the Registrar in accordance with sections 235(2) and 235(4) of the Companies Act and shall distribute copies of such notice in accordance with section 235(3) of the Companies Act.

5.

NOTICES

All notices and other communications between the parties in connection with this Plan of Merger must be in writing and shall be given in accordance with section 8.4 of the Business Combination Agreement.

6.

COUNTERPARTS

This Plan of Merger may be executed in any number of counterparts (but shall not be effective until each party has executed at least one counterpart). This has the same effect as if the signatures on the counterparts were on a single copy of this Plan of Merger. Delivery of an executed counterpart of this Plan of Merger by e-mail (PDF) or facsimile shall be effective as delivery of a manually executed counterpart of this Plan of Merger.

7.

GOVERNING LAW

This Plan of Merger shall be governed by and construed in accordance with the laws of the Cayman Islands.

[Signature page follows]

6

IN WITNESS WHEREOF the Parties have duly executed this Plan of Merger on the date stated at the beginning of it.

SIGNED for and on behalf of Endurance Acquisition Corp. acting by:	) ) ) ) ) )	Name: Position: Director
SIGNED for and on behalf of SatixFy MS acting by:	) ) ) ) ) )	Name: Position: Director
SIGNED for and on behalf of SatixFy Communications Ltd. acting by:	) ) ) ) ) )	Name: Position:

7

Schedule

Business Combination Agreement

8

Annex A

Key Employees

1.

Yoel Gat

2.

Simona Gat

3.

Yoav Leibovitch

4.

RaySat Ltd.

5.

Ilan Gat Ltd.

Annex B

Reorganization Covenants

(i) The present plan and intention of the Company is (and will continue to be through the Closing) for the Company (together with the members of the Company’s qualified group within the meaning of Treasury Regulations Section 1.368-1(d)(4)(ii) after the Merger (the “Company’s Qualified Group”)) to retain and/or use for working capital, growth or other general corporate purposes at least fifty percent (50%) of the amount of cash in the Trust Account immediately prior to any exercise of SPAC Shareholder Redemption Rights (or, if the exercise of SPAC Shareholder Redemption Rights results in a lower amount of cash remaining in the Trust Account following such exercise of SPAC Shareholder Redemption Rights, the entire amount of cash in the Trust Account), and the Company does not have a plan or intention (and will not have a plan or intention through the Closing) contrary to the foregoing. In furtherance of the foregoing, the Company (together with the members of the Company’s Qualified Group) shall, during the one-year period following Closing, retain and/or use for working capital, growth or other general corporate purposes at least fifty percent (50%) of the amount of cash in the Trust Account immediately prior to any exercise of SPAC Shareholder Redemption Rights (or, if the exercise of SPAC Shareholder Redemption Rights results in a lower amount of cash remaining in the Trust Account following such exercise of SPAC Shareholder Redemption Rights, the entire amount of cash in the Trust Account). For clarity, any loan or other transfer of such cash by the Company to a member of the Company’s Qualified Group and between members of the Company’s Qualified Group will be treated as retained and/or used for working capital, growth or other general corporate purposes by the Company (together with the Company’s Qualified Group). After such one-year period such cash and/or substitute assets shall not be subject to any of the foregoing restrictions and may be used for any purpose thereafter.

(ii) The Company has no present plan or intention to (and will not have any plan or intention through the Closing to) (A) liquidate the Surviving Company, (B) merge the Surviving Company with and into another corporation, excluding (x) any merger of the Surviving Company with and into (a) the Company (or an entity that is disregarded from the Company for U.S. federal income tax purposes) or (b) any first-tier subsidiary of the Company (or any entity that is disregarded from any such first-tier subsidiary for U.S. federal income tax purposes), and (y) any merger where the Surviving Company is the surviving entity in the merger and continues to be wholly-owned by the Company, or (C) sell or otherwise dispose of the shares of the Surviving Company (excluding any transfer that is permitted by Treasury Regulations Section 1.368-2(k)(1)).

(iii) None of the Company, any of its Subsidiaries, or any Person acting as an intermediary of the foregoing, has any present plan or intention (and will not have any plan or intention through the Closing) to (1) redeem or otherwise acquire any of the Company Ordinary Shares issued to SPAC Shareholders pursuant to the Merger or any of the Company Warrants into which the SPAC Warrants were converted pursuant to the Warrant Assumption Agreement; provided, however, the Company may from time to time repurchase Company Ordinary Shares and/or Company Warrants if any such repurchases are made on the open market through a broker for the prevailing market price pursuant to an open-market repurchase program as described in Rev. Rul. 99-58; and (2) make any distribution with respect to the Company Ordinary Shares issued to SPAC Shareholders pursuant to the Merger other than regular normal dividends or distributions made to all holders of such Company Ordinary Shares in the ordinary course of business of the Company. To the knowledge of the Company, no Person (other than its Subsidiaries) is a person related to the Company as defined in Treasury Regulations Section 1.368-1(e)(4).

(iv) The Group Companies shall not knowingly take or cause to be taken any action, or knowingly fail to take or cause to be taken any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the Intended Tax Treatment; provided that notwithstanding the foregoing, (x) nothing in this clause (iv) shall limit or restrict (A) the use or transfer of any cash held by the Group Companies or invested pursuant to the PIPE Financing (or assets purchased by the Group Companies with such cash), (B) any liquidation or merger of the Surviving Company or disposition of the shares of the Surviving Company, (C) any redemption or other acquisition of Company Ordinary Shares issued to SPAC Shareholders pursuant to the Warrant Assumption Agreement or Company Warrants into which the SPAC Warrants were converted pursuant to the Merger, (D) any distribution with respect to the Company Ordinary Shares issued to SPAC Shareholders pursuant to the Merger or (E) any transaction specifically

contemplated by this Agreement, in each case, to the extent the Company complies with clauses (i)-(iii) of the Reorganization Covenants, and (y) nothing in this clause (iv) shall limit or restrict any Group Company from taking any reporting position to the extent such reporting position is taken in compliance with Section 5.5(b) of the Agreement.

Schedule A

[omitted]

Schedule B

[omitted]

EXECUTION VERSION​

Confidential​

AMENDMENT NO. 1
to
BUSINESS COMBINATION AGREEMENT

This Amendment No. 1 to the Business Combination Agreement (this “Amendment”) is made as of June 13, 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”), SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).

WHEREAS, on March 8, 2022, SPAC, the Company and Merger Sub entered into that certain Business Combination Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”);

WHEREAS, pursuant to Section 8.3 of the BCA, the BCA may be amended or modified only by a duly authorized agreement in writing executed by each of the Parties in the same manner as the BCA and which makes reference to the BCA; and

WHEREAS, each of SPAC, the Company and Merger Sub desire to amend the BCA in order to revise the vesting schedule applicable to the Price Adjustment Shares.

NOW, THEREFORE, in consideration for the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SPAC, the Company and Merger Sub hereby agree to amend the BCA as follows:

1.   Amendments to Section 2.10 of the BCA.   Section 2.10 of the BCA is hereby amended as set forth below:

(a)   Section 2.10(b) is hereby amended and restated in its entirety to read: “If, at any time after the date that is thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and thereafter during the ten (10) years following the Closing Date, the VWAP of Company Ordinary Shares is greater than or equal to $12.50 for any seven (7) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “First Price Adjustment Achievement Date”), then a Price Adjustment Series Amount of the Price Adjustment Shares shall automatically become vested and shall no longer be subject to forfeiture.”

(b)   Section 2.10(c) is hereby amended and restated in its entirety to read: “If, at any time after the date that is thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and thereafter during the ten (10) years following the Closing Date, the VWAP of Company Ordinary Shares is greater than or equal to $14.00 for any seven (7) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Second Price Adjustment Achievement Date”), then a Price Adjustment Series Amount of the Price Adjustment Shares shall automatically become vested and shall no longer be subject to forfeiture.”

(c)   Section 2.10(d) is hereby amended and restated in its entirety to read: “If, at any time after the date that is thirty (30) days after the Effectiveness Date (as defined in the Subscription Agreements) of the Registration Statement (as defined in the Subscription Agreements) and thereafter during the ten (10) years following the Closing Date, the VWAP of Company Ordinary Shares is greater than or equal to $15.50 for any seven (7) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Third Price Adjustment Achievement Date”), then a Price Adjustment Series Amount of the Price Adjustment Shares shall automatically become vested and shall no longer be subject to forfeiture.”

(d)   Section 2.10(e) is hereby amended and restated in its entirety to read: “For the avoidance of doubt, the Price Adjustment Series Amount of the Price Adjustment Participants shall be entitled to vesting of the Price Adjustment Shares described in Section 2.10(b), Section 2.10(c), and Section 2.10(d), respectively, only upon the occurrence of the respective Price Adjustment Achievement Date; provided, however, that each such date shall only occur once, if at all, and in no event shall such Price Adjustment Participants be collectively entitled to receive more than an aggregate of 27,500,000 shares of Company Ordinary Shares as Price Adjustment Shares.”

2.   Amendment to Section 5.9(h) of the BCA.   Section 5.9(h) is hereby amended and restated in its entirety to read: “enter into, renew, modify or revise any SPAC Related Party Transaction (or any Contract or agreement that if entered into prior to the execution and delivery of this Agreement would be a SPAC Related Party Transaction), except for SPAC Working Capital Loans equal to $500,000 in the aggregate (on substantially the same terms as its previous SPAC Working Capital Loan, except that no more than $200,000 of such SPAC Working Capital Loans may have a right or conversion);”.

3.   Effect of Amendments and Modifications.   Except as expressly amended hereby, the BCA shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever the BCA is referred to in any agreement, document or other instrument, such reference will be to the BCA as amended by this Amendment. For the avoidance of doubt, each reference in the BCA, as amended hereby, to “the date hereof”, the “date of this Agreement” and derivations thereof and other similar phrases shall continue to refer to March 8, 2022.

4.   Miscellaneous.   Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the BCA are incorporated herein by reference, mutatis mutandis.

2

IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.

ENDURANCE ACQUISITION CORP.

By:

/s/ Richard Davis

Name: Richard Davis

Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to the Business Combination Agreement]

SATIXFY MS

By:

/s/ Yoav Leibovitch

Name:

Yoav Leibovitch

Title:

Chief Financial Officer

SATIXFY COMMUNICATIONS LTD.

By:

/s/ Yoav Leibovitch

Name:

Yoav Leibovitch

Title:

Chief Financial Officer

[Signature Page to Amendment No. 1 to the Business Combination Agreement]

4

EXECUTION VERSION​

Confidential​

AMENDMENT NO. 2
to
BUSINESS COMBINATION AGREEMENT

This Amendment No. 2 to the Business Combination Agreement (this “Amendment”) is made as of August 23, 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).

WHEREAS, on March 8, 2022, SPAC, the Company and Merger Sub entered into that certain Business Combination Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”);

WHEREAS, pursuant to Section 8.3 of the BCA, the BCA may be amended or modified only by a duly authorized agreement in writing executed by each of the Parties in the same manner as the BCA and which makes reference to the BCA;

WHEREAS, each of SPAC, the Company and Merger Sub agree that the conditions to the Closing set forth in Section 6.1(b), Section 6.1(d) and Section 6.1(f) of the BCA will not be satisfied as of the Termination Date and desire to amend Section 7.1(d) of the BCA to exercise the right to extend the Termination Date to November 7, 2022; and

WHEREAS, each of SPAC, the Company and Merger Sub desire to amend certain other provisions of the BCA on the terms set forth in this Amendment.

NOW, THEREFORE, in consideration for the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SPAC, the Company and Merger Sub hereby agree to amend the BCA as follows:

1.   Amendments.   The following Sections of the BCA are hereby amended as set forth below (with certain changes shown in blackline form, with bold and underlined text representing additions and bold and struck through text representing deletions):

(a)   Section 1.1.   Section 1.1 of the BCA is hereby amended as follows:

(i)   The definition of “Equity Value” is hereby amended and restated in its entirety to read: “means $365,000,000.”

(ii)   The definition of “Aggregate Transaction Proceeds” is hereby amended and restated in its entirety to read: “has the meaning set forth in the Sponsor Letter Agreement.”

(b)   Section 2.10(h).   The second sentence of Section 2.10(h) of the BCA is hereby amended as follows:

“(h)   No Price Adjustment Participant may Transfer any Price Adjustment Shares before such Price Adjustment Shares becomes vested (if at all) pursuant to this Section 2.10; provided, however, that if such Price Adjustment Participant is an individual, then such Price Adjustment Participant may transfer his or her Price Adjustment Shares, whether vested or not (i) by testamentary disposition by virtue of laws of descent and distribution upon death of the individual, (ii) pursuant to a qualified domestic relations order or (iii) by transfer to a member of such Price Adjustment Participant’s immediate family or to a trust, the beneficiary of which is such Price Adjustment Participant or a member of such Price Adjustment Participant’s immediate family, heirs or an affiliate thereof of such Price Adjustment Participant.”

(c)   Section 5.3(c).   Section 5.3(c) of the BCA is hereby amended as follows:

“(c)   From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, SPAC shall provide, or cause to be provided, to the Company and, subject to execution and delivery of a confidentiality agreement in a customary form, its Representatives (i) during normal business hours reasonable access to the directors, officers, books and records of SPAC (in a manner so as to not interfere with the normal business operations of SPAC) and (ii) information that is reasonably necessary for the Company to calculate the SPAC Expenses and Aggregate Transaction Proceeds. Notwithstanding the foregoing, SPAC shall not be required to provide, or cause to be provided to, the Company or any of its Representatives any Evaluation Material.”

(d)   Section 6.3(c).   Section 6.3(c) of the BCA is hereby amended as follows:

“(c)   the Aggregate Transaction Proceeds shall be equal to or greater than $115,000,000.[Reserved.]”

(e)   Section 7.1(d).   Section 7.1(d) of the BCA is hereby amended as follows:

“(d)   by written notice by either SPAC or the Company to the other Parties, if the transactions contemplated by this Agreement shall not have been consummated on or prior to SpetemberNovember 7, 2022 (the “Termination Date”); provided, that either SPAC or the Company shall have the right, upon written notice to the other Parties before the Termination Date, to extend the Termination Date to November 7, 2022 if all conditions to the Closing listed in Article VI have been satisfied, other than the conditions set forth in Section 6.1(b), Section 6.1(d), Section 6.1(f) and those conditions that are only capable of being satisfied at Closing;providedfurther, that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SPAC if SPAC’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if either Company Party’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (iii) the right to extend the Termination Date pursuant to this Section 7.1(d) shall not be available to any Party who is then in breach of its covenants or obligations under this Agreement;”

2.   Effect of Amendments and Modifications.   Except as expressly amended hereby, the BCA shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever the BCA is referred to in any agreement, document or other instrument, such reference will be to the BCA as amended by this Amendment. For the avoidance of doubt, each reference in the BCA, as amended hereby, to “the date hereof”, the “date of this Agreement” and derivations thereof and other similar phrases shall continue to refer to March 8, 2022.

3.   Miscellaneous.   Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the BCA are incorporated herein by reference, mutatis mutandis.

[Signature Pages Follow]

2

IN WITNESS WHEREOF, each of the Parties has caused this Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.

ENDURANCE ACQUISITION CORP.

By:

/s/ Richard Davis

Name:

Richard Davis

Title:

Chief Executive Officer

[Signature Page to Amendment No. 2 to the Business Combination Agreement]

SATIXFY MS

By:

/s/ Yoav Leibovitch

Name:

Yoav Leibovitch

Title:

Chief Financial Officer

SATIXFY COMMUNICATIONS LTD.

By:

/s/ Yoav Leibovitch

Name:

Yoav Leibovitch

Title:

Chief Financial Officer

[Signature Page to Amendment No. 2 to the Business Combination Agreement]

Annex B​

FORM OF A&R ARTICLES OF ASSOCIATION​

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

of

SATIXFY COMMUNICATIONS LTD.

As adopted on [      ], 2022

1.

INTERPRETATION

1.1

In these Articles the following terms shall have the meanings set opposite to them, unless the context otherwise requires:

Terms

Meanings

Articles

These Amended and Restated Articles of Association as may be amended from time to time.

Auditor

As defined under the Companies Law.

Board

The Board of Directors of the Company.

Business Day

Any day other than Friday, Saturday, Sunday or public holiday under the laws of Israel or the State of New York or other day on which banking institutions are authorized or obligated to close in Israel or the State of New York.

Chairperson

Chairperson of the Board or the General Meeting, as the context implies.

CEO

Chief Executive Officer of the Company, also referred to under the Companies Law as the General Manager.

Class Meeting

A meeting of the holders of a class of shares.

Company

Satixfy Communications Ltd.

Companies Law

Israeli Companies Law, 5759-1999 and any other law which may come in its stead, in each case, as amended from time to time.

Companies Regulations

All regulations promulgated from time to time under the Companies Law.

Derivative Transaction

As defined in Article 19.4 below.

Dividend

As defined under the Companies Law.

EC Law

Israeli Economic Competition Law, 5748-1988.

Exchange Act

Securities Exchange Act of 1934, as amended.

External Director

As defined under the Companies Law.

General Meeting

An annual meeting or special meeting of the shareholders of the Company (as such terms defined in Article 19 of these Articles), as the case may be.

Office

The registered office of the Company from time to time.

Office Holder

As defined under the Companies Law.

B-1

Ordinary Share(s)

The Company’s Ordinary Shares, no par value.

Person

A company, corporate body, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, or an individual.

Proposal Request

As defined in Article 19.4 below.

Proposing Shareholder

As defined in Article 19.4 below.

Register

The Company’s shareholders register, maintained in accordance with the Companies Law.

Securities Act

U.S. Securities Act of 1933, as amended.

Securities Law

Israeli Securities Law, 5728-1968.

Simple Majority

A majority of more than fifty percent (50%) of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes.

Special Majority

A majority of sixty-six and two thirds percent (66 2/3%) or more of the votes cast by those shareholders voting in person or by proxy (including by voting deed), not taking into consideration abstaining votes.

Statutes

The Companies Law and, to the extent applicable to the Company, the Israeli Companies Ordinance (New Version) 1983, the Securities Law and all applicable laws and regulations applicable in any relevant jurisdiction (including without limitation, the Securities Act, the Exchange Act and other U.S. federal laws and regulations), and rules of any stock market in which the Company’s shares are registered for trading as shall be in force from time to time.

Subject to the provisions of this Article 1 and unless the context necessitates another meaning, terms and expressions in these Articles which have been defined in the Statutes shall have the meanings ascribed to them therein.

1.2

Words importing the singular shall include the plural, and vice versa. Any pronoun shall include the corresponding masculine, feminine and neuter forms; and words importing persons shall include corporate bodies. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; the words “herein”, “hereof” and “hereunder” and words of similar import refer to these Articles in their entirety and not to any part hereof; all references herein to Articles or clauses shall be deemed references to Articles or clauses of these Articles; any references to any agreement or other instrument or law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any reference to “law” shall include any law (‘din’) as defined in the Interpretation Law, 5741-1981, and any applicable supranational, national, federal, state, local, or foreign statute or law and shall be deemed also to refer to all rules and regulations promulgated thereunder; any reference to a “day” or a number of “days” ​(without any explicit reference otherwise, such as to business days) shall be interpreted as a reference to a calendar day or number of calendar days; and reference to “written” or “in writing” shall include written, printed, photocopied, typed, any electronic communication (including email, facsimile, signed electronically (in Adobe PDF, DocuSign or any other format)) or produced by any visible substitute for writing, or partly one and partly another, and signed shall be construed accordingly.

The captions in these Articles are for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

B-2

Any provision or part thereof of these Articles, prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.

2.

NAME OF THE COMPANY

 

The name of the Company is Satixfy Communications Ltd. (and in Hebrew: ).

3.

OBJECTIVES

The objectives of the Company shall be to engage in any activity permitted by law.

4.

PUBLIC COMPANY

The Company is a public company as such term is defined in, and for so long as it qualifies under, the Companies Law.

5.

LIMITED LIABILITY

The liability of each shareholder for the Company’s obligations is limited to the payment of the nominal value of the shares held by such shareholder, subject to the provisions of the Companies Law.

6.

CAPITAL, SHARES AND RIGHTS

6.1

The registered share capital of the Company consists of 250,000,000 Ordinary Shares of no par value per share.

6.2

Subject to Article 13, all issued and outstanding shares of the Company of the same class are of equal rights between them for all intents and purposes concerning the rights set forth in these Articles.

6.3

Subject to Article 13, each issued Ordinary Share entitles its holder to the rights as described below:

6.3.1

The equal right to participate in and vote at the Company’s General Meetings, and each of the shares in the Company shall entitle the holder thereof, who is present at the meeting and participating in the vote, whether in person, or by proxy, to one vote.

6.3.2

The equal right to participate in any Dividend or distribution of bonus shares.

6.3.3

The equal right to participate in the distribution of assets available for distribution in the event of liquidation of the Company.

6.3.4

If two or more persons are registered as joint holders of any shares, any one of such persons may give effectual receipts for any dividend or other monies in respect of such share and his or her confirmation will bind all holders of such share.

6.3.5

Any payment for a share shall be initially credited against the par value of said share and any excess amount shall be credited as a premium for said share, unless determined otherwise in the conditions of the allocation.

7.

SHARE CERTIFICATES

7.1

To the extent that the Board determines that all shares shall be certificated or, if the Board does not so determine, to the extent that any Shareholder requests a share certificate or the Company’s transfer agent so requires, share certificates shall be issued under the corporate seal of the Company or its written, typed or stamped name and shall bear the signature of one Director, the CEO, or any person or persons authorized therefor by the Board. Signatures may be affixed in any mechanical or electronic form, as the Board may prescribe.

7.2

The Company may issue a new certificate in lieu of a certificate that was issued and was lost, defaced, or destroyed, on the basis of such proof and guarantees as the Company may require, and after payment of an amount that shall be prescribed by the Company, and the Company may

B-3

also replace existing certificates with new certificates, free of charge, subject to such conditions as the Company shall stipulate.

8.

REGISTERED HOLDER

8.1

Except as otherwise provided in these Articles, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof, and, accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by Statute, be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

8.2

Subject to and in accordance with the provisions of Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the Board may think fit, and, subject to all applicable requirements of law, the Board may from time to time adopt such rules and procedures as it may think fit in connection with the keeping of such branch registers.

9.

ISSUANCE AND REPURCHASE OF SHARES

9.1

The unissued shares from time to time shall be under the control of the Board (and, to the full extent permitted by law, any Committee thereof), which shall have the power to issue or otherwise dispose of shares and of securities convertible or exercisable into or other rights to acquire from the Company to such persons, on such terms and conditions, and either at par or at a premium, or subject to the provisions of the Companies Law and other Statutes, at a discount and/or with payment of commission, and at such times, as the Board (or the Committee, as the case may be) deems fit, and the power to give to any person the option to acquire from the Company any shares or securities convertible or exercisable into or other rights to acquire from the Company, either at par or at a premium, or, subject as aforesaid, at a discount and/or with payment of commission, during such time and for such consideration as the Board (or the Committee, as the case may be) deems fit.

9.2

The Company may at any time and from time to time, subject to the Companies Law and other Statutes, repurchase or finance the purchase of any shares or other securities issued by the Company, in such manner and under such terms as the Board shall determine, whether from any one or more Shareholders. Such purchase shall not be deemed as payment of dividends and as such, no Shareholder will have the right to require the Company to purchase his shares or offer to purchase shares from any other Shareholders.

10.

TRANSFER OF SHARES

10.1

Registration of Transfer — No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board or an officer of the Company to be designated by the CEO) has been submitted to the Company (or its transfer agent), together with any share certificate(s) (if there are any) and such other evidence of title as the Board or an officer of the Company to be designated by the CEO may require. Until the transferee has been registered in the Register of Shareholders in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof.

10.2

The Board, may, from time to time, prescribe a fee of the registration of a transfer, and may approve other methods of recognizing the transfer of shares in order to facilitate the trading of the Company’s shares on any applicable stock exchange on which the Company’s shares are then listed for trading.

10.3

Notwithstanding anything to the contrary herein, shares registered in the name of The [Depository Trust Company] or its nominee shall be transferrable in accordance with the policies and procedures of [The Depository Trust Company].

10.4

Suspension of Registration — The Board may, in its discretion to the extent it deems necessary, close the Register and suspend the registration of transfers for a period of time as the Board shall deem fit, and no registration of transfer of shares shall be made by the Company during any such period during which the Register is so closed.

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11.

TRANSMISSION OF SHARES

11.1

In the case of the death, liquidation, bankruptcy, dissolution, winding-up or a similar occurrence of a shareholder, the legal successors, receivers, or liquidators (as the case may be) of such shareholder shall be the only persons recognized by the Company (after receipt of evidence to the entitlement thereto) as having any title to such shares, but nothing herein contained shall release the estate of the predecessor from any liability in respect of such shares.

11.2

The legal successors may, upon producing such evidence of title as the Board shall require, be registered themselves as holders of the shares, or subject to the provisions as to transfers herein contained, transfer the same to some other person.

12.

CALLS ON SHARES

12.1

The Board may, from time to time, make such calls as it may, in its sole discretion, deem appropriate upon shareholders with respect to the payment of any sum unpaid in respect of shares held by such shareholders which is not, by the terms of allotment thereof or otherwise, payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s) designated by the Board, as any such time(s) may be thereafter extended and/or such person(s) or place(s) changed. Unless otherwise stipulated by the Board (and in the notice hereafter referred to), each payment in response to a call shall be deemed to constitute a pro rata payment on account of all shares in respect of which such call was made.

12.2

Notice of any call for payment by an applicable shareholder(s) shall be given in writing to such applicable shareholder(s) not less than fourteen (14) days prior to the time of payment, specifying the time and place of payment, and designating the person to whom and the place where such payment shall be made; provided, however, that before the time for any such payment fixed in a notice of a call given to a shareholder, the Board may in its absolute discretion, by notice in writing to such shareholder(s), revoke such call in whole or in part, extend such time, or alter such designated person and/or place. In the event of a call payable in installments, only one notice thereof need be given.

12.3

If, by the terms of allotment of any share or otherwise, any amount is made payable at any fixed time, every such amount shall be payable at such time as if it were payable by virtue of a call duly made by the Board and of which due notice had been given, and all the provisions herein contained with respect to calls shall apply to each such amount.

12.4

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof and all interest payable thereon.

12.5

Any amount unpaid in respect of a call shall bear interest from the date on which it is payable until actual payment thereof, at such rate (not exceeding the then prevailing debtor rate charged by leading commercial banks in Israel), and at such time(s) as the Board may prescribe.

12.6

A shareholder shall not be entitled to his rights as shareholder, including the right to dividends, unless such shareholder has fully paid all the notices of call delivered to him, or which according to these Articles are deemed to have been delivered to him, together with interest, linkage and expenses, if any, unless otherwise determined by the Board.

12.7

Upon the allotment of shares, the Board may provide for differences among the allottees of such shares as to the amount of calls and/or the times of payment thereof.

13.

ALTERATIONS OF THE REGISTERED SHARE CAPITAL

13.1

Subject to the Statutes, a General Meeting of shareholders may from time to time resolve to:

(a)

alter or add classes of shares that shall constitute the Company’s registered capital, including shares with preference rights, deferred rights, conversion rights or any other special rights or limitations;

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(b)

increase the Company’s registered share capital by creating new shares either of an existing class or of a new class;

(c)

consolidate and/or split all or any of its share capital into shares of larger or smaller par value than the existing shares;

(d)

cancel any registered shares not yet allocated, provided that the Company has made no commitment to allocate such shares; and

(e)

reduce the Company’s share capital and any reserved fund for redemption of capital.

13.2

In executing any resolution adopted according to Article 13.1 above, the Board may, at its discretion, resolve any related issues.

13.3

If as a result of a consolidation or split of shares authorized under these Articles, fractions of a share will stand to the credit of any shareholder, the Board is authorized at its discretion, to act as follows:

(a)

Determine that fractions of shares that do not entitle their owners to a whole share, will be sold by the Company and that the consideration for the sale be paid to the beneficiaries, on terms the Board may determine;

(b)

Allot to every shareholder, who holds a fraction of a share resulting from a consolidation and/or split, shares of the class that existed prior to the consolidation and/or split, in a quantity that, when consolidated with the fraction, will constitute a whole share, and such allotment will be considered valid immediately prior to the consolidation or split;

(c)

Determine the manner for paying the amounts to be paid for shares allotted in accordance with Article 13.3(b) above, including on account of bonus shares; and/or

(d)

Determine that the owners of fractions of shares will not be entitled to receive a whole Share in respect of a share fraction or that they may receive a whole share with a different par value than that of the fraction of a share.

13.4

Except as otherwise provided by or pursuant to these Articles or by the conditions of issue, any new share capital shall be considered as part of the original share capital and shall be subject to the same provisions of these Articles with reference to payment of calls, lien, transfer, transmission, forfeiture and otherwise, which applies to the original share capital.

14.

FORFEITURE AND SURRENDER

14.1

If any Shareholder fails to pay an amount payable by virtue of a call, installment or interest thereon as provided for in accordance herewith, on or before the day fixed for payment of the same, the Board may at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect of which such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorneys’ fees and costs of legal proceedings, shall be added to, and shall, for all purposes (including the accrual of interest thereon) constitute a part of, the amount payable to the Company in respect of such call.

14.2

Upon the adoption of a resolution as to the forfeiture of a Shareholder’s share, the Board shall cause notice thereof to be given to such Shareholder, which notice shall state that, in the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended by the Board), such shares shall be ipso facto forfeited, provided, however, that, prior to such date, the Board may cancel such resolution of forfeiture, but no such cancellation shall stop the Board from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.

14.3

Without derogating from Articles 30.2 and 30.8 hereof, whenever shares are forfeited as herein

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provided, all dividends, if any, theretofore declared in respect thereof and not actually paid shall be deemed to have been forfeited at the same time.

14.4

The Company, by resolution of the Board, may accept the voluntary surrender of any share.

14.5

Any share forfeited or surrendered as provided herein, shall become the property of the Company as a dormant share, and the same, subject to the provisions of these Articles, may be sold, re-issued or otherwise disposed of as the Board deems fit.

14.6

Any person whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual payment, at the rate prescribed in Article 12.5 above, and the Board, in its discretion, may, but shall not be obligated to, enforce or collect the payment of such amounts, or any part thereof, as it shall deem fit. In the event of such forfeiture or surrender, the Company, by resolution of the Board, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the person in question (but not yet due) in respect of all shares owned by such Shareholder, solely or jointly with another.

14.7

The Board may at any time, before any share so forfeited or surrendered shall have been sold, re-issued or otherwise disposed of, nullify the forfeiture or surrender on such conditions as it deems fit, but no such nullification shall stop the Board from re-exercising its powers of forfeiture pursuant to this Article 14.

15.

LIEN

15.1

Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each Shareholder (without regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for his or her debts, liabilities and engagements to the Company arising from any amount payable by such Shareholder in respect of any unpaid or partly paid share, whether or not such debt, liability or engagement has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share. Unless otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.

15.2

The Board may cause the Company to sell a share subject to such a lien when the debt, liability or engagement giving rise to such lien has matured, in such manner as the Board deems fit, but no such sale shall be made unless such debt, liability or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on such Shareholder, his or her executors or administrators.

15.3

The net proceeds of any such sale, after payment of the costs and expenses thereof or ancillary thereto, shall be applied in or toward satisfaction of the debts, liabilities or engagements of such shareholder in respect of such share (whether or not the same have matured), and the remaining proceeds (if any) shall be paid to the Shareholder, his or her executors, administrators or assigns.

16.

SALE AFTER FORFEITURE OR SURRENDER OR FOR ENFORCEMENT OF LIEN

Upon any sale of a share after forfeiture or surrender or for enforcing a lien, the Board may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser’s name to be entered in the Register in respect of such share. The purchaser shall be registered as the shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such sale, and after his or her name has been entered in the Register in respect of such share, the validity of the sale shall not be impeached by any person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

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17.

MODIFICATION OF CLASS RIGHTS

17.1

If at any time the share capital is divided into different classes of shares, any change to the rights and privileges of the holders of any such class of shares shall require the approval of a Class Meeting of such class of shares by a Simple Majority (unless otherwise provided by the Statutes or by the terms of issue of the shares of that class), in addition to the Simple Majority of all classes of shares voting together as a single class at a shareholder meeting. The rights and privileges of the holders of any class of shares shall not be deemed to have been altered by creating or issuing shares of any class, including a new class (unless otherwise provided by the terms of issue of the shares of that class).

18.

BORROWING POWERS

The Company may, by resolution of the Board, from time to time, raise or borrow or secure the payment of any sum or sums of money for the purposes of the Company. The Company, by resolution of the Board, may also raise or secure the payment or repayment of such sum or sums in such manner and upon such terms and conditions in all respects as it deems fit, and in particular by the issue of debentures or debenture stock of the Company charged upon all or any part of the property of the Company (both present and future) including its unissued and/or its uncalled capital for the time being. Issuance of any series of debentures shall require Board approval.

19.

GENERAL MEETINGS

19.1

Annual general meetings shall be held at least once a calendar year, but not later than fifteen (15) months after the last annual general meeting. The meeting shall be held at such time and at such place, either within or outside Israel, as may be determined by the Board. Such general meetings shall be called “Annual Meetings” and all other general meetings of the Company shall be called “Special Meetings”.

19.2

The Annual Meeting shall transact any business required pursuant to these Articles or the Companies Law, and any other matter as shall be determined by the Board. The Board may convene a Special Meeting by its resolution, and is required to convene a Special Meeting should it receive a request, in writing, from a person or persons entitled, under the Companies Law, to demand such meeting.

19.3

Any request for convening a meeting must specify the purposes for which the meeting is to be called, shall be signed by the persons requesting the meeting, and shall be delivered to the Company’s CEO and Secretary.

19.4

Subject to any Statute, any shareholder or shareholders of the Company holding at least the percentage of voting rights of the Company [required under the Companies Law] in order to be entitled to require inclusion of a matter on the agenda of a General Meeting (the “Proposing Shareholder(s)”) may request, subject to the Companies Law, that the Board include a matter on the agenda of a General Meeting to be held in the future, provided that the Board determines that the matter is appropriate to be considered at a General Meeting (a “Proposal Request”). In order for the Board to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable Statute, and the Proposal Request must comply with the requirements of these Articles (including this Article 19.4) and any applicable Statute. The Proposal Request must be in writing, signed by all of the Proposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the CEO). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable Statute. The announcement of an adjournment or postponement of a General Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to any information required to be included in accordance with applicable Statute, a Proposal Request must include the following: (i) the name, address, telephone number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of

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the person(s) that controls or manages such entity; (ii) the number of Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such Shares by the Proposing Shareholder(s) as of the date of the Proposal Request, and a representation that the Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii) the matter requested to be included on the agenda of a General Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the General Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting and, if the Proposing Shareholder wishes to have a position statement in support of the Proposal Request, a copy of such position statement that complies with the requirement of any applicable Statute, (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable Statute to be provided to the Company in connection with such matter, if any, has been provided to the Company. The Board, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a General Meeting, as the Board may reasonably require.

A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, share appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

The information required pursuant to this Article shall be updated as of (i) the record date of the General Meeting, (ii) five days before the General Meeting, and (iii) as of the General Meeting, and any adjournment or postponement thereof.

19.5

Subject to applicable law, the Board shall determine the agenda of any General Meeting.

19.6

An amendment to Article 19.4 or this Article 19.6 shall require a Special Majority.

19.7

Notice of General Meetings

(a)

The Company is not required to give notice of a General Meeting, subject to any mandatory provision of the Companies Law.

(b)

The accidental omission to give notice of a General Meeting to any Shareholder, or the non-receipt of notice sent to such Shareholder, shall not invalidate the proceedings at such meeting or any resolution adopted thereat.

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(c)

No Shareholder present, in person or by proxy, at any time during a General Meeting shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such General Meeting on account of any defect in the notice of such meeting relating to the time or the place thereof, or any item acted upon at such meeting.

(d)

In addition to any places at which the Company may make available for review by Shareholders the full text of the proposed resolutions to be adopted at a General Meeting, as required by the Companies Law, the Company may add additional places for Shareholders to review such proposed resolutions, including an internet site.

19.8

Record Date of General Meetings

Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the Shareholders entitled to notice of or to vote at any General Meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date for a General Meeting, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of Shareholders of record entitled to notice of or to vote at a General Meeting shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

20.

PROCEEDINGS AT GENERAL MEETINGS

20.1

Quorum

(a)

No business shall be transacted at any General Meeting of the Company unless a quorum of shareholders is present at the opening of the General Meeting.

(b)

Except as provided in the following Article with regard to an adjourned General Meeting, the quorum for any General Meeting shall be the presence of at least two shareholders in person or by proxy (including by voting deed) holding 331∕3% of the voting rights in the Company. For this purpose, abstaining shareholders shall be deemed present at the General Meeting.

(c)

If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the General Meeting shall stand adjourned to the same day in the following week at the same time and place or to such other day, time and place as the Board may indicate in a notice to the shareholders. At such adjourned General Meeting any number of shareholders shall constitute a quorum for the business for which the original General Meeting was called.

20.2

Chairperson of the General Meeting

(a)

The Chairperson of the Board shall preside as the Chairperson at every General Meeting, but if there shall be no such Chairperson or if at any meeting the Chairperson shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as chairperson of the meeting, then any of the following may preside as Chairperson of the meeting (and in the following order): a Director designated by the Board, the CEO, the Chief Financial Officer, the General Counsel/Secretary, or any person designated by any of the foregoing. If at any such meeting none of the foregoing persons is present or all are unwilling or unable to act as Chairperson, the shareholders (or shareholder as the case may be) present at the meeting shall choose a shareholder as chairman of the meeting.

(b)

The Chairperson of the General Meeting may, with the consent of a General Meeting at which a quorum is present, and shall if so directed by the General Meeting, adjourn any meeting, discussion or the resolution with respect to a matter that is on the agenda, from time to time and from place to place as the meeting shall determine. Except as may be required

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by the Companies Law, no shareholder shall be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

(c)

Subject to Article 20.2(a) above, a vote in respect of the election of the Chairperson of the meeting or regarding a resolution to adjourn the meeting shall be carried out immediately. All other matters shall be voted upon during the meeting at such time and order as decided by the Chairperson of the General Meeting.

21.

VOTE OF SHAREHOLDERS

21.1

No Shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereat), unless all calls then payable by him or her in respect of his or her shares in the Company have been paid.

21.2

All resolutions proposed at any General Meeting will require a Simple Majority, unless otherwise expressly required by the Statutes or these Articles.

21.3

A declaration by the Chairperson of the meeting that a resolution has been adopted or rejected, whether unanimously or with a specific majority and an entry to that effect in the minutes of the meeting shall be regarded as prima facie evidence thereof.

21.4

A General Meeting, the consideration of any matter on its agenda or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place: (i) by the Chairperson of a General Meeting as described in Article 20.2(b) above; or (ii) by the Board (whether prior to or at a General Meeting), but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called.

21.5

The Chairperson of the meeting will not have a second and/or a casting vote. If the vote is tied with regard to a certain proposed resolution such proposal shall be deemed rejected.

21.6

If two or more persons are jointly entitled to a share, the vote of the senior one who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders of the share, and for this purpose seniority shall be determined by the order in which the names stand in the Register.

21.7

A proxy may be appointed in respect of only some of the shares held by a shareholder, and a shareholder may appoint more than one proxy, each empowered to vote by virtue of a portion of the shares.

21.8

A proxyholder need not be a shareholder of the Company.

21.9

The instrument appointing a proxy shall be in writing signed by the appointer or of his attorney-in-fact duly authorized in writing. A corporate entity shall vote by a representative duly appointed in writing by such entity. Any instrument appointing a representative of a corporate entity or a proxy at a form satisfactory to the Company (whether for a specified meeting or otherwise) shall be in a form satisfactory to the Company.

Such instrument shall be duly signed by the appointer or his duly authorized attorney or, if such appointer is a company or other corporate body, under its common seal, stamp or printed name or the hand of its duly authorized agent(s) or attorney(s).

21.10

If a Shareholder is a minor, under protection, bankrupt or legally incompetent, or in the case of a corporation, is in receivership or liquidation, it may vote through his or its trustees, receiver, liquidator, natural guardian or another legal guardian, as the case may be, and the persons listed above may vote in person or by proxy.

21.11

Unless otherwise determined by the Board, the instrument of appointment must be submitted

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to the Office no later than 48 hours prior to the time fixed for such General Meeting to be attended by such proxy or representative. Notwithstanding the above, the Chairperson of the meeting shall have the right to waive the time requirement provided above with respect to all instruments of appointment and to accept any and all instruments of appointment until the beginning of a General Meeting.

21.12

Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairperson, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under these Articles for such new appointment), provided such notice of cancellation or instrument appointing a different proxy is so received at the place and within the time for delivery of the instrument revoked thereby as referred to in these Articles, or (ii) if the appointing Shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairperson of such meeting of written notice from such Shareholder of the revocation of such appointment, or if and when such Shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment, or the presence in person or vote of the appointing Shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of this Article 21.12 at or prior to the time such vote was cast.

21.13

A shareholder being of unsound mind or pronounced to be unfit to vote by a competent court of law may vote through a legally appointed guardian or any other representative appointed by a court of law to vote on behalf of such shareholder.

21.14

A shareholder entitled to vote may signify in writing his approval of, or dissent from, or may abstain from any resolution included in a proxy instrument furnished by the Company. A proxy instrument may include resolutions pertaining to such issues which are permitted to be included in a proxy instrument according to the Statutes, and such other issues which the Board may decide, in a certain instance or in general, to allow voting through a proxy. A shareholder voting or abstaining through a proxy instrument shall be taken into account in determining the presence of a quorum as if such shareholder is present at the meeting.

21.15

The Chairperson of the General Meeting shall be responsible for recording the minutes of the General Meeting and any resolution adopted.

21.16

A defect in convening or conducting a General Meeting, including a defect resulting from the non-fulfillment of any provision or condition set forth in the Companies Law or these Articles, including with regard to the manner of convening or conducting the General Meeting, shall not disqualify any resolution passed at the General Meeting and shall not affect the discussions or decisions which took place thereat.

21.17

The provisions of this Article 21 relating to General Meetings shall, mutatis mutandis, apply to Class Meetings.

21.18

Effect of Death of Appointer of Transfer of Share and or Revocation of Appointment

(a)

A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the prior death or bankruptcy of the appointing Shareholder (or of his or her attorney-in-fact, if any, who signed such instrument), or the transfer of the share in respect of which the vote is cast, unless written notice of such matters shall have been received by the Company or by the Chairperson of such meeting prior to such vote being cast.

(b)

Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairperson, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment thereunder (or the

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authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under this Article 21.18(b) for such new appointment), provided such notice of cancellation or instrument appointing a different proxy is so received at the place and within the time for delivery of the instrument revoked thereby as referred to in this Article 21.18(b), or (ii) if the appointing Shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairperson of such meeting

22.

DIRECTORS

22.1

Powers, Number of Directors, Composition & Election

(a)

The Board shall have and execute all powers and/or responsibilities allocated to the Board by the Statutes and these Articles, including, without limitation, (i) the powers granted to the Board pursuant to Section 92 of the Companies Law, and (ii) setting the Company’s policies and supervision over the execution of the powers and responsibilities of the CEO. The Board may execute any power of the Company that is not specifically allocated by the Statutes or by these Articles to another organ of the Company.

(b)

Without limiting the generality of the foregoing, the Board may, from time to time, set aside any amount(s) out of the profits of the Company as a reserve or reserves for any purpose(s) which the Board, in its absolute discretion, shall deem fit, including without limitation, capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to time deal with and vary such investments and dispose of all or any part thereof, and employ any such reserve or any part thereof in the business of the Company without being bound to keep the same separate from other assets of the Company, and may subdivide or re-designate any reserve or cancel the same or apply the funds therein for another purpose, all as the Board may from time to time think fit.

(c)

The number of directors on the Board shall be no less than three (3) but no more than twelve (12), including any External Directors required to be appointed by the Companies Law (if required). A reduction of the maximum number of directors on the Board under this Article 22.1(c), shall not affect the term in office of serving directors determined prior to such reduction.

(d)

The directors, excluding the External Directors, shall be classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, hereby designated as Class I, Class II and Class III. The Board may assign members of the Board already in office to such classes at the time such classification becomes effective.

(1)

The term of office of the initial Class I directors shall expire at the first Annual Meeting to be held in 2023 and when their successors are elected and qualified;

(2)

The term of office of the initial Class II directors shall expire at the first Annual Meeting following the Annual Meeting referred to in Article 22.1(d)(1) above and when their successors are elected and qualified, and

(3)

The term of office of the initial Class III directors shall expire at the first Annual Meeting following the Annual Meeting referred to in Article 22.1(d)(2) above and when their successors are elected and qualified.

(4)

If the number of Directors (excluding External Directors, if any were elected) that comprises the Board is hereafter changed by the Board, any newly created directorships or decrease in directorships shall be so apportioned by the Board among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

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(e)

At each Annual Meeting, commencing with the Annual Meeting to be held in 2023, each of the successors elected to replace the directors of a Class whose term shall have expired at such Annual Meeting shall be elected to hold office until the third Annual Meeting next succeeding his or her election and until his or her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each director shall serve until his or her successor is elected and qualified or until such earlier time as such director’s office is vacated.

(f)

The Board may at any time and from time to time appoint any person as a director to fill a vacancy (whether such vacancy is due to a director no longer serving or due to the number of directors serving being less than the maximum number stated in Article 22.1(c) above). In the event of one or more such vacancies in the Board, the continuing directors may continue to act in every matter; provided, however, that if their number is less than the minimum number provided for pursuant to Article 22.1(c) above, they may only act in an urgent matter or to fill the office of a director which has become vacant up to a number equal to the minimum number provided for pursuant to Article 22.1(c) above. The office of a director that was appointed by the Board to fill any vacancy shall only be for the remaining period of time during which the director whose service has ended was filled would have held office, or in case of a vacancy due to the number of directors serving being less than the maximum number stated in Article 22.1(c) above, the Board shall determine at the time of appointment the class pursuant to Article 22.1(d) above, to which the additional director shall be assigned. Other than as provided in this Article 22.1(f) directors may be elected only at Annual Meetings.

(g)

Prior to every General Meeting of the Company at which directors are to be elected, and subject to clauses (a) and (h) of this Article, the Board (or a Committee thereof) shall select, by a resolution adopted by a majority of the Board (or such Committee), a number of persons to be proposed to the shareholders of the Company for election as directors at such General Meeting (the “Nominees”).

(h)

Any Proposing Shareholder requesting to include on the agenda of a General Meeting a nomination of a Person to be proposed to the Shareholders for election as director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 22.1(h) and Article 19.4 and applicable Statute. Unless otherwise determined by the Board, a Proposal Request relating to an Alternate Nominee is deemed to be a matter that is appropriate to be considered only at an Annual Meeting. In addition to any information required to be included in accordance with applicable Statute, such a Proposal Request shall include information required pursuant to Article 19.4, and shall also set forth: (i) the name, address, telephone number and email address of the Alternate Nominee and all citizenships and residencies of the Alternate Nominee; (ii) a description of all arrangements, relations or understandings during the past three (3) years, and any other material relationships, between the Proposing Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed by the Alternate Nominee that he consents to be named in the Company’s notices and proxy materials relating to the General Meeting, if provided or published, and, if elected, to serve on the Board and to be named in the Company’s disclosures and filings, (iv) a declaration signed by each Alternate Nominee as required under the Companies Law and any other applicable Statute for the appointment of such an Alternate Nominee and an undertaking that all of the information that is required and regulations to be provided to the Company in connection with such an appointment has been provided (including, information in respect of the Alternate Nominee as would be provided in response to the applicable disclosure requirements); (v) a declaration made by the Alternate Nominee of whether he meets the criteria for an independent director and, if applicable, External Director of the Company under the Companies Law or under any applicable Statute, and if not, then an explanation of why not; and (vi) any other information required at the time of submission of the Proposal Request by applicable Statute. In addition, the Proposing Shareholder(s) and each Alternate Nominee shall promptly provide

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any other information reasonably requested by the Company, including a duly completed director and officer questionnaire, in such form as may be provided by the Company, with respect to each Alternate Nominee. To be timely, a Proposal Request relating to an Alternate Nominee shall be delivered to, or mailed and received by, the Secretary of the Company at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be received by the Company no earlier than 120 days prior to such Annual Meeting and no later than the later of 70 days prior to the date of the Annual Meeting or the 10th day following the day on which public announcement of the date of the Annual Meeting was first made by the Company. The Board may refuse to acknowledge the nomination of any person not made in compliance with the foregoing. The Company shall be entitled to publish any information provided by a Proposing Shareholder or Alternate Nominee pursuant to this Article 22.1(h) and Article 19.4, and the Proposing Shareholder and Alternate Nominee shall be responsible for the accuracy and completeness thereof.

The Nominees or Alternate Nominees shall be elected by a resolution adopted at the General Meeting at which they are subject for election. Notwithstanding Article 19.4, in the event of a Contested Election (as defined below), the method of calculation of the votes and the manner in which the resolutions will be presented to the General Meeting shall be determined by the Board in its discretion. In the event that the Board does not or is unable to make a determination on such matter, then the method described in clause (ii) below shall apply. The Board may consider, among other things, the following methods: (i) election of competing slates of director nominees (determined in a manner approved by the Board) by a majority of the voting power represented at the General Meeting in person or by proxy and voting on such competing slates, (ii) election of individual directors by a plurality of the voting power represented at the General Meeting in person or by proxy and voting on the election of directors (which shall mean that the nominees receiving the largest number of “for” votes will be elected in such Contested Election), (iii) election of each nominee by a majority of the voting power represented at the General Meeting in person or by proxy and voting on the election of directors, provided that if the number of such nominees exceeds the number of directors to be elected, then as among such nominees the election shall be by plurality of the voting power as described above, and (iv) such other method of voting as the Board deems appropriate, including use of a “universal proxy card” listing all Nominees and Alternate Nominees by the Company. For the purposes of these Articles, election of directors at a General Meeting shall be considered a “Contested Election” if the aggregate number of Nominees and Alternate Nominees at such meeting exceeds the total number of Directors to be elected at such meeting, with the determination thereof being made by the Secretary (or, in the absence thereof, by the CEO of the Company) as of the close of the applicable notice of nomination period under these Articles or under applicable law, based on whether one or more notice(s) of nomination were timely filed in accordance herewith; provided, however, that the determination that an election is a Contested Election shall not be determinative as to the validity of any such notice of nomination; and provided further, that, if, prior to the time the Company mails its initial proxy statement in connection with such election of directors, one or more notices of nomination of an Alternate Nominee are withdrawn such that the number of candidates for election as director no longer exceeds the number of directors to be elected, the election shall not be considered a Contested Election. At any General Meeting at which Directors are to be elected, each shareholder shall be entitled to cast a number of votes with respect to nominees for election to the Board up to the total number of Directors to be elected at such meeting. Shareholders shall not be entitled to cumulative voting in the election of Directors, except to the extent specifically set forth in this Article.

(i)

The term of office of a director shall commence on the date of such director’s election by the Annual Meeting or by the Board or on a later date, should such date be determined in the resolution of appointment of the Annual Meeting or of the Board.

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(j)

This Article 22.1 may only be amended, replaced or suspended by a resolution of the Special Majority.

(k)

Notwithstanding anything to the contrary in these Articles, the election, qualification, removal, or dismissal of External Directors shall be in accordance with the applicable provisions set forth in the Companies Law.

22.2

Remuneration

The Company shall determine the remuneration of the directors, if any, in accordance with the Companies Law.

22.3

Chairperson of the Board

The Board shall appoint one of its members to serve as the Chairperson and may replace the Chairperson from time to time. The Chairperson shall preside at meetings of the Board, but if at any meeting the Chairperson is not present within fifteen (15) minutes after the time appointed for holding the meeting, the present directors shall choose a present director to be chairman of such meeting.

22.4

Vacation of Office

The office of a Director shall be vacated and he shall be dismissed or removed:

(a)

ipso facto, upon his death;

(b)

if he is prevented by any Statute from serving as a Director;

(c)

if the Board determines that due to his mental or physical state he is unable to serve as a director;

(d)

if his directorship expires pursuant to these Articles and/or applicable law;

(e)

by a resolution adopted at a General Meeting by a Special Majority. Such removal shall become effective on the date fixed in such resolution;

(f)

by his written resignation, such resignation becoming effective on the date fixed therein, or upon the delivery thereof to the Company, whichever is later; or

(g)

with respect to an External Director, if so elected, and notwithstanding anything to the contrary herein, only pursuant to applicable law.

23.

PROCEEDINGS OF THE DIRECTORS

23.1

The directors shall meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they deem fit, subject to these Articles.

23.2

Unless otherwise determined by the Board, written notice of any meeting of the Board and the agenda setting out the matters to be discussed at such meeting, shall be given to all directors at least forty-eight (48) hours (or such shorter notice (i) if all the directors so agree or (ii) in the case of emergency, if a majority of the directors so agree) before the meeting. A majority of the members of the Board may decide to hold a meeting without such notice, provided the Chairperson participates in such meeting.

23.3

Quorum

No business shall be transacted at any meeting of the Board unless a quorum of directors is present when a meeting is called to order. A quorum shall be deemed to exist when there are present at least a majority of those members of the Board then in office who are not legally prevented from participating and voting in the meeting.

If a quorum is not present at the meeting of the Board within half an hour after the time scheduled for the meeting, the meeting may be adjourned to another time as shall be decided by

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the Chairperson, or in his absence, the directors present at the meeting, provided that notice of no less than forty-eight (48) hours in advance shall be given to all the directors of the time of the adjourned meeting. A directors may waive the necessity of such notice either beforehand or retrospectively. The quorum for the commencement of the adjourned meeting shall be at least one member of the Board.

23.4

Methods of Attending Meetings

Some or all of the directors may attend meetings of the Board through computer network, telephone or any other media of communication, enabling all the directors participating to hear and communicate with each other simultaneously, provided that due prior notice detailing the time and manner of holding a given meeting is served upon all the directors. The Board may waive the necessity of such notice either beforehand or retrospectively.

Any resolution adopted by the Board in such a meeting, pursuant to the provisions of these Articles, will be recorded in writing and signed by the Chairperson (or in his absence by the chairman of the meeting), and shall be valid as if adopted at a meeting of the Board duly convened and held.

23.5

A resolution in writing signed by all of the directors eligible to participate in the discussion and vote on such resolution, or in respect of which all such directors have agreed (in writing by mail, fax, or electronic mail) not to convene, shall be as valid and effective for all purposes as if passed at a meeting of the Board duly convened and held.

Any such resolution may consist of several counterparts, each signed by one or more directors. Such resolution in writing shall be effective as of the last date appearing on the resolution, or if the resolution is signed in two or more counterparts, as of the last date appearing on the counterparts.

23.6

While exercising his/her voting right, each director shall have one vote. Resolutions of the Board will be decided by a simple majority of the directors present and voting, not taking into consideration abstaining votes, except as otherwise provided in these Articles or by the Statutes. In the event the vote is tied, the Chairperson of the Board shall have a casting vote.

23.7

Alternate Director

(a)

Pursuant to the Companies Law, any director may, from time to time, appoint, remove or replace any person from acting as his alternate (the “Alternate Director”); provided that the appointment of such person shall have effect only upon and subject to its being approved by the Board. The appointment of an Alternate Director does not negate the responsibility of the appointing director and such responsibility shall continue to apply to such appointing director — taking into account the circumstances of the appointment.

(b)

An Alternate Director shall be entitled, while holding office, to receive notices of meetings of the Board and to attend and vote as a director at any meetings at which the appointing director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing director. Provided however, that (i) he may not in turn appoint an alternate for himself (unless the instrument appointing him otherwise expressly provides and such appointment is approved by the Board), and (ii) an Alternate Director shall have no standing at any meeting of the Board or any Committee thereof while the appointing director is present.

(c)

Any individual, who qualifies to be a member of the Board, may act as an Alternate Director. One person may not act as Alternate Director for several directors or if he is serving as a director.

(d)

Any notice to the Company pursuant to Article 23.7(a) shall be given in person to, or by sending the same by mail to the attention of the Chairperson of the Board at the principal office of the Company or to such other person or place as the Board shall have determined for

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such purpose, and shall become effective on the date fixed therein, upon the receipt thereof by the Company (at the place as aforesaid) or upon the approval of the appointment by the Board, whichever is later.

(e)

The office of an Alternate Director shall be vacated under the circumstances, mutatis mutandis, set forth in Article 22.4, and such office shall ipso facto be vacated if the office of the director who appointed such Alternate Director is vacated, for any reason.

23.8

Delegation of Powers

(a)

The Board may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees (in these Articles referred to as a “Committee”), each consisting of one or more persons, and it may from time to time revoke such delegation or alter the composition of any such Committee. Any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Board, subject to applicable law. No regulation imposed by the Board on any Committee and no resolution of the Board shall invalidate any prior act done pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board had not been adopted. The meetings and proceedings of any such Committee shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board, to the extent not superseded by any regulations adopted by the Board. Unless otherwise expressly prohibited by the Board or the applicable law, in delegating powers to a Committee, such Committee shall be empowered to further delegate such powers. If the Board delegates powers to a Committee, at least one External Director shall serve on such Committee.

(b)

Without derogating from the provisions of Article 26, the Board may from time to time appoint a Secretary to the Company, as well as officers, agents, employees and independent contractors, as the Board deems fit, and may terminate the service of any such person. The Board may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons.

(c)

The Board may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

23.9

Meetings of Committees and proceedings thereat (including the convening of the meetings, the election of the chairman and the votes) shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and unless otherwise determined by the Board, including by an adoption of a charter governing the Committee proceedings.

23.10

Notwithstanding anything to the contrary herein, failure to deliver notice to a Director of any such meeting in the manner required hereby may be waived by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect is waived prior to action being taken at such meeting, by all Directors entitled to participate at such meeting to whom notice was not duly given as aforesaid. Without derogating from the foregoing, no Director present at any time during a meeting of the Board shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such meeting on account of any defect in the notice of such meeting relating to the date, time or the place thereof or the convening of the meeting.

24.

CONFLICT OF INTEREST; APPROVAL OF CERTAIN TRANSACTIONS WITH RELATED PARTIES

Subject to the Companies Law and these Articles, a transaction between the Company and an Office Holder, and a transaction between the Company and another entity in which an Office Holder of the

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Company has a personal interest, in each case, which is not an Extraordinary Transaction (as defined by the Companies Law), shall require only approval by the Board or a Committee of the Board subject to the Companies Law. Such authorization, as well as the actual approval, may be for a particular transaction or more generally for specific type of transactions. Subject to the provisions of the Companies Law and these Articles, no Director shall be disqualified by virtue of his office from holding any office or place of profit in the Company or in any company in which the Company shall be a shareholder or otherwise interested, or from contracting with the Company as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested, be avoided, nor, other than as required under the Companies Law, shall any Director be liable to account to the Company for any profit arising from any such office or place of profit or realized by any such contract or arrangement by reason only of such Director’s holding that office or of the fiduciary relations thereby established, but the nature of his interest, as well as any material fact or document, must be disclosed by him at the meeting of the Board at which the contract or arrangement is first considered, if his interest then exists, or, in any other case, at no later than the first meeting of the Board after the acquisition of his interest.

25.

RECORDS AND VALIDITY OF ACTS

25.1

The minutes of the General Meeting or the Board or any Committee thereof, shall be recorded in the Company’s minutes book, as required under the Statutes, signed by the Chairperson or the chairman of a certain meeting. Such signed minutes shall be deemed prima facie evidence of the meeting and the resolutions resolved therein.

25.2

All acts done bona fide by any meeting of the Board or of a Committee or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

26.

CHIEF EXECUTIVE OFFICER

26.1

The Board shall from time to time appoint one or more persons, whether or not directors, as CEO of the Company who shall have the powers and authorities set forth in the Companies Law, and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board as the Board may deem fit, subject to such limitations and restrictions as the Board may from time to time prescribe. Such appointment(s) may be either for a fixed term or without any limitation of time, and the Board may from time to time (subject to any additional approvals required under, and the provisions of, the Companies Law and of any contract between any such person and the Company) fix their salaries and compensation, remove, or dismiss them from office and appoint another or others in his or their place or places.

26.2

Unless otherwise determined by the Board, the CEO shall have authority with respect to the management and operations of the Company in the ordinary course of business.

27.

INSURANCE, EXCULPATION, AND INDEMNITY

27.1

Insurance of Office Holders

(a)

The Company may insure the liability of an Office Holder, to the fullest extent permitted under applicable law.

(b)

Without derogating from the aforesaid, the Company may enter into a contract to insure the liability of an Office Holder therein for an obligation imposed on him in consequence of an act done in his capacity as an Office Holder in the Company or as an office holder in an affiliate of the company, including in any of the following cases:

(1)

A breach of the duty of care vis-a-vis the Company or vis-a-vis another person.

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(2)

A breach of the duty of loyalty vis-a-vis the Company, provided that the Office Holder acted in good faith and had a reasonable basis to believe that the act would not harm the Company;

(3)

A monetary obligation imposed on him in favor of another person;

(4)

A monetary liability imposed on such Office Holder in favor of a payment to an injured party at an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law and expenses regarding Administrative Procedures conducted in connection with such Office Holder and/or in connection with a monetary sanction, including reasonable litigation expenses and reasonable attorney’s fees;

(5)

Any other matter in respect of which it is permitted or will be permitted under any Statute to insure the liability of an Office Holder in the Company, and to the extent such law requires the inclusion of a provision permitting such insurance in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 50P of the EC Law, if and to the extent applicable).

27.2

Indemnity of Office Holders

The Company may indemnify an Office Holder, to the fullest extent permitted under applicable law. Without derogating from the aforesaid, the Company may indemnify an Office Holder for a liability or expense imposed on him in consequence of an act done in his capacity as an Office Holder in the Company or as an office holder in an affiliate of the company, including as follows:

(1)

a monetary liability incurred by or imposed on the Office Holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court;

(2)

reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the Office Holder as a result of an investigation or proceeding filed against the Office Holder by an authority authorized to conduct such investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such Office Holder and without the imposition on him of any monetary obligation in lieu of a criminal proceeding; (ii) concluded without the filing of an indictment against the Office Holder but with the imposition of a monetary obligation on the Office Holder in lieu of criminal proceedings for an offense that does not require proof of criminal intent; or (iii) in connection with a monetary sanction;

(3)

reasonable litigation expenses, including attorneys’ fees, incurred by the Office Holder or which were imposed on the Office Holder by a court (i) in a proceeding instituted against the Office Holder by the Company, on its behalf, or by a third party, or (ii) in connection with criminal indictment of which the Office Holder was acquitted, or (iii) in a criminal indictment which the Office Holder was convicted of an offense that does not require proof of criminal intent;

(4)

a monetary liability imposed on the Office Holder in favor of all the injured parties by the breach in an Administrative Procedure as set forth in Section 52(54)(a)(1)(a) to the Securities Law;

(5)

expenses expended by the Office Holder with respect to an Administrative Procedure under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and

(6)

any other obligation or expense in respect of which it is permitted or will be permitted under applicable Statute to indemnify an Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then

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such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 50P(b)(2) of the EC Law, if and to the extent applicable.

27.3

Advance Indemnity

The Company may give an advance undertaking to indemnify an Office Holder therein including in respect of the following matters:

(1)

matters as detailed in Article 27.2(1), provided however, that the undertaking is restricted to events, which in the opinion of the Board, are anticipated in light of the Company’s activities at the time of granting the obligation to indemnify and is limited to a sum or measurement determined by the Board as reasonable under the circumstances; and

(2)

matters as detailed in Articles 27.2(2) through 27.2(6).

27.4

Retroactive Indemnity

Subject to the provisions of the Companies Law, the Company may indemnify an Office Holder in the Company or as an office holder in an affiliate of the company retroactively up to the maximum extent permitted under the Statute.

27.5

Exculpation

The Company may exempt and exculpate an Office Holder in advance for all or any of his liability for damage in consequence of a breach of the duty of care vis-a-vis the Company, to the fullest extent permitted under the Statutes. However, the Company may not exempt a director in advance from his liability toward the Company due to the breach of his/her duty of care in a Dividend distribution.

27.6

Insurance, Exculpation, and Indemnity — General

(a)

The above provisions with regard to insurance, exemption, exculpation and indemnity are not and shall not limit the Company in any way with regard to its entering into an insurance contract and/or with regard to the grant of indemnity and/or exemption and/or exculpation in connection with a person who is not an Office Holder of the Company, including employees, contractors or consultants of the Company, all subject to any applicable law.

(b)

The Company may enter into a contract in relation to exemption, exculpation, indemnification and insurance of Office Holders in companies under its control, related companies and other companies in which it has any interest, to the maximum extent permitted under the Statutes, and in this context the foregoing provisions in relation to exemption, exculpation, indemnification and insurance of Office Holders in the Company shall apply, mutatis mutandis.

(c)

Any amendment to the Companies Law any other Statute adversely affecting the right of any Office Holder to be indemnified, insured, exculpated or exempted pursuant to Articles 27.1 to 27.5 and any amendments to Articles 27.1 to 27.5 shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify, insure, exculpate or exempt an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

(d)

An undertaking in relation to exemption, exculpation, indemnification and insurance of an Office Holder as aforesaid may also be valid after the office of such Office Holder in the Company has terminated.

28.

APPOINTMENT OF AN AUDITOR

28.1

Subject to the Statutes, the Annual Meeting shall appoint an Auditor for a period ending at the

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next Annual Meeting, or for a longer period, but no longer than until the third Annual Meeting after the meeting at which the Auditor has been appointed. The same Auditor may be re-appointed.

28.2

Subject to the Statutes, the terms of service (including fees) of the Auditor for the audit services shall be determined by the Board, at its discretion, or a committee of the Board if such determination was delegated to a committee, including undertakings or payments to the Auditor. The Board shall report the fees of the Auditor to the Annual Meeting.

29.

SIGNATORIES

Signatory rights on behalf of the Company shall be determined from time to time by the Board.

30.

DIVIDENDS

30.1

The Board may from time declare, and cause the Company to pay, such dividend as may appear to the Board to be justified by the profits of the Company and as permitted by the Companies Law. The Board shall determine the time for payment of such dividends and the record date for determining the shareholders entitled thereto.

30.2

Subject to the provisions of these Articles and subject to the rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred rights or not granting any rights with respect to dividends, any dividend paid by the Company shall be allocated among the shareholders entitled thereto in proportion to their respective holdings of the shares in respect of which such dividends are being paid.

30.3

No dividend shall carry interest as against the Company.

30.4

The Board may determine that the Company (i) may cause any moneys, investments, or other assets forming part of the undivided profits of the Company, standing to the credit of a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the Company and available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized and distributed among such of the Shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion, on the footing that they become entitled thereto as capital; and (ii) may cause such distribution or payment to be accepted by such Shareholders in full satisfaction of their interest in the said capitalized sum.

30.5

All unclaimed dividends or other moneys payable in respect of a share may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. The payment by the Directors of any unclaimed dividend or such other moneys into a separate account shall not constitute the Company a trustee in respect thereof, and any dividend unclaimed after a period of one (1) year (or such other period determined by the Board) from the date of declaration of such dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the Company, provided, however, that the Board may, at its discretion, cause the Company to pay any such dividend or such other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal (and only the principal) of any unclaimed dividend of such other moneys shall be, if claimed, paid to a person entitled thereto.

30.6

Any dividend or other moneys payable in cash in respect of a share, less the tax required to be withheld pursuant to applicable law, may, as determined by the Board in its sole discretion, be paid by check or payment order sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose name is registered first in the Register or his bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under these Articles, as applicable, or such person’s bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board deems appropriate. Every such

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check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company.

30.7

The Board may settle, as it deems fit, any difficulty arising with regard to the distribution of dividends, bonus shares or otherwise, and in particular, to issue certificates for fractions of shares and sell such fractions of shares in order to pay their consideration to those entitled thereto, or to set the value for the distribution of certain assets and to determine that cash payments shall be paid to the Shareholders on the basis of such value, or that fractions whose value is less than NIS 0.01 shall not be taken into account. The Board may instruct to pay cash or convey these certain assets to a trustee in favor of those people who are entitled to a dividend, as the Board shall deem appropriate.

30.8

The Board may deduct from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by him or her to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction whatsoever.

(a)

The Board may retain any dividend or other moneys payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or toward satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.

(b)

The Board may retain any dividend or other moneys payable or property distributable in respect of a share in respect of which any person is, under Article 10, entitled to become a Shareholder, or which any person is, under said Article, entitled to transfer, until such person shall become a Shareholder in respect of such share or shall transfer the same.

30.9

If two or more persons are registered as joint holders of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable in respect of such share.

31.

REDEEMABLE SECURITIES

The Company may, subject to applicable law, issue redeemable securities and redeem the same upon terms and conditions to be set forth in a written agreement between the Company and the holder of such securities or in their terms of issuance.

32.

ACCOUNTS

The Company’s books of account shall be kept at the office of the Company, or at such other place or places as the Board may think fit, and they shall always be open to inspection by all directors. No shareholder, not being a director, shall have any right to inspect any account or book or other similar document of the Company, except as conferred by law or authorized by the Board. The Company shall not be required to send copies of its annual financial statements to its shareholders except as required by Statute.

33.

DONATIONS

The Company may make donations of reasonable amounts, as the Board may determine in its discretion, to worthy causes, even if such donations are not within the framework of business considerations to maximize the Company’s profits.

34.

NOTICES

34.1

Subject to the Statutes, notice or any other document which the Company shall deliver and which it is entitled or required to give pursuant to the provisions of these Articles and/or the Statutes shall be delivered by the Company to any person, in any one of the following manners as the Company may choose: in person, by mail, transmission by email or by other electronic form.

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Any notice or other document which shall be sent shall be deemed to have reached its destination:

(i)

in the case of mailing, seventy-two (72) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight hours after it has been posted;

(ii)

in the case of overnight air courier, on the next Business Day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner than three Business Days after it has been sent;

(iii)

in the case of personal delivery, when actually tendered in person, to such addressee;

(iv)

in the case of facsimile, email or other electronic transmission, on the first Business Day (during normal business hours in place of addressee) on which the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by the addressee or delivery confirmation from the addressee’s email or other communication server.

If a notice is, in fact, received by the addressee, it shall be deemed to have been duly served, when received, notwithstanding that it was defectively addressed or failed, in some other respect, to comply with the provisions of this Article 34.

Should it be required to prove delivery, it shall be sufficient to prove that the notice or document sent contains the correct mailing or e-mail details as registered in the Register or any other address which the shareholder submitted in writing to the Company as the address and fax or e-mail details for the submission of notices or other documents.

Notwithstanding anything to the contrary hereunder, subject to the provisions of the Statutes, a notice to a shareholder (including a notice by the Company of a General Meeting) may be served, as a general notice to all shareholders, published by the Company on the website of the Company or any appropriate government agency, in accordance with applicable rules and regulations of any stock market upon which the Company’s shares are listed and, if so published, shall be deemed to have been duly given on the date of such publication to any shareholder.

In cases where it is necessary to give advance notice of a particular number of days or notice which shall remain in effect for a particular period, the day the notice was sent shall be excluded and the scheduled day of the meeting or the last date of the period shall be included in the count.

The Company shall not be required to give notice to its registered shareholders pursuant to the Companies Law, unless otherwise required by Statutes. Subject to the Statutes, the Company shall not be required to send notices to any shareholder who is not registered in the Register or has not provided the Company with accurate and sufficient mailing details.

34.2

Any notice to be given to the shareholders shall be given, with respect to joint shareholders, to the person whose name appears first in the Register as the holder of the said share, and any notice so given shall be sufficient notice for all holders of the said share.

34.3

Any notice or other document served upon or sent to any shareholder in accordance with these Articles shall, notwithstanding that he be then deceased or bankrupt, and whether the Company received notice of his death or bankruptcy or not, be deemed to be duly served or sent in respect of any shares held by him (either alone or jointly with others) until some other person is registered in his stead as the holder or joint holder of such shares, and such service or sending shall be a sufficient service or sending on or to his heirs, executors, administrators or assigns and all other persons (if any) interested in such share.

34.4

The accidental omission to give notice to any shareholder or the non-receipt of any such notice shall not cancel or annul any action made in reliance on the notice.

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35.

LOCK-UP

35. 1

The following terms shall have the meanings as defined below for all purposes of this Article 35.

“Affiliate” means any other entity which controls, is controlled by, or is under common control with, such shareholder.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of March 8, 2022, by and among the Company, SatixFy MS, a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and Endurance Acquisition Corp., a Cayman Islands exempted company.

“Equity Grant Agreement” means that certain Equity Grant Agreement, dated as of February 1, 2022, by and among the Company, FP Credit Partners, L.P., FP Credit Partners Phoenix, L.P., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

“Francisco Partners” means FP Credit Partners, L.P., FP Credit Partners Phoenix, L.P., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P., collectively.

“Lock-up Period” shall mean with respect to the shareholders who are shareholders of the Company immediately prior to the Closing Date and their respective Lock-up Permitted Transferees, the period beginning on the date of the closing (the “Closing”) of the Business Combination (the “Closing Date”), and ending on the date that is one hundred and eighty (180) days following the Closing Date.

“Lock-up Shares” shall mean, with respect to the shareholders who are shareholders of the Company immediately prior to the Closing Date and their respective Lock-up Permitted Transferees, the Ordinary Shares held by such shareholders immediately prior to the Closing (excluding, for the avoidance of doubt, any Ordinary Shares purchased in a private placement in connection with the Business Combination or acquired in the public market following the Closing) and any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other instrument held by the shareholders as of immediately prior to the Closing (excluding, for the avoidance of doubt, SPAC Warrants and PIPE Warrants).

“PIPE Warrants” means the warrants to purchase Ordinary Shares issued pursuant to that certain Warrant Agreement, dated as of [•], 2022, by and among the Company and Continental Stock Transfer & Trust Company, a New York corporation.

“SPAC Warrants” shall mean the warrants issued pursuant to that certain warrant agreement, dated as of September 14, 2021, by and among the Endurance Acquisition Corp., a Cayman Islands exempted company, Continental Stock Transfer & Trust Company, a New York corporation, and the other parties thereto, as amended by the Warrant Assumption Agreement.

“Transfer” shall mean, directly or indirectly, the (x) sale or assignment 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 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 U.S. Securities Exchange Act of 1934, as amended, with respect to, any security, (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, or any other derivative transaction with respect to, any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

35.2

Subject to Section 35.2, all shareholders which are shareholders of the Company immediately prior to the Closing Date (other than Francisco Partners, with respect to the Ordinary Shares it acquired pursuant to the Equity Grant Agreement) agree that they shall not Transfer any Lock-up Shares or any instruments exercisable or exchangeable for, or convertible into, such Lock-up Shares until the end of the Lock-up Period (the “Lock-up”). For the further avoidance of doubt, securities acquired by a shareholder in open market transactions subsequent to March 8, 2022 shall not be subject to the Lock-up.

35.3

Notwithstanding the provisions set forth in Section 35.1, each shareholder and its Lock-up

B-25

Permitted Transferees (other than Francisco Partners, with respect to the Ordinary Shares it acquired pursuant to the Equity Grant Agreement) may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) such shareholder’s investors, officers or directors, (ii) any direct or indirect controlled Affiliates or immediate family members of such shareholder’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), or (iii) any direct or indirect controlled Affiliates of the shareholders that are not competitors of the Company or any employees of any such Affiliates; (b) in the case of an individual, (i) by bona fide gift or charitable contribution without consideration, (ii) by virtue of laws of descent and distribution upon death of the individual and (iii) pursuant to a qualified domestic relations order; (c) by virtue of such shareholder’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of such Holder; (d) in connection with a bona fide gift or charitable contribution without consideration; (e) with the written consent of the Board or (f) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (f) as approved by the Board or a duly authorized committee thereof, which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date (collectively, the “Lock-up Permitted Transferees”); provided, however, that in the case of clauses (a) through (d) such Lock-up Permitted Transferee must execute an agreement to be bound in writing by the restrictions set forth in this Article 35.

36.

WINDING-UP

If the Company is wound up, then, subject to applicable Statutes and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution among the shareholders shall be distributed to them in proportion to the nominal value of their respective holdings of the shares in respect of which such distribution is being made.

37.

AMENDMENT

Any amendment of these Articles shall require, in addition to the approval of the General Meeting of shareholders in accordance with these Articles, also the approval of the Board with the affirmative vote of a majority of the then serving Directors.

38.

FORUM SELECTION

38.1

Unless the Company consents in writing to the selection of an alternative forum:

(a)

the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act, including against any person or entity, including such claims brought against the Company, its directors, officers, employees, advisors, attorneys, accountants, underwriters to any offering giving rise to such complaint, or any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering;

(b)

The competent courts in Tel Aviv, Israel shall be the exclusive forum for (A) any derivative action or proceeding brought on behalf of the Company, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (C) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law and providing that any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to these provisions.

38.2

Any person or entity purchasing or otherwise acquiring any interest in any shares of the Company shall be deemed to have notice of and consented to the provisions of this Article.

* * *

B-26

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of directors and officers

The Israeli Companies Law, 5759-1999 provides that a company may not exculpate or indemnify a director or an executive officer (each an “Officer”) for, or enter into an insurance contract that would provide coverage for, any liability incurred as a result of any of the following: (i) a breach by the Officer of his or her duty of loyalty unless, with respect to insurance coverage or indemnification, due to a breach of his or her duty of loyalty to the company committed in good faith and with reasonable grounds to believe that such act would not prejudice the interests of the company; (ii) a breach by the Officer of his or her duty of care to the company committed intentionally or recklessly excluding a breach arising out of the negligent conduct of the office holder; (iii) any act or omission committed with intent to derive illegal personal benefit; or (iv) a fine, monetary sanction, forfeit or penalty imposed upon an Officer. In addition, the Israeli Companies Law provides that Officers can only be exculpated in advance with respect to liability for damages caused as a result of a breach of their duty of care to the company (but not for such breaches committed intentionally or recklessly, as noted above, or in connection with a distribution (as defined in the Israeli Companies Law)).

SatixFy’s A&R Articles of Association include provisions under which officers are or may be insured, exempted or indemnified against liability, which they may incur in their capacities as such, to the maximum extent permitted by law.

Item 21.   Exhibits and Financial Statements Schedules

Exhibit Number	Description
2.1†	Business Combination Agreement, dated as of March 8, 2022, by and among SatixFy, Endurance Acquisition Corp. and SatixFy MS (included, with Amendment No. 1 and Amendment No. 2, as Annex A to the proxy statement/prospectus).
2.2	Amendment No. 1 to Business Combination Agreement, dated as of June 13, 2022, by and among SatixFy, Endurance Acquisition Corp. and SatixFy MS (included, with the Business Combination Agreement and Amendment No. 2, as Annex A to the proxy statement/​prospectus).
2.3	Amendment No. 2 to Business Combination Agreement, dated as of August 23, 2022, by and among SatixFy, Endurance Acquisition Corp. and SatixFy MS (included, with the Business Combination Agreement and Amendment No. 1, as Annex A to the proxy statement/​prospectus).
3.1	Amended and Restated Articles of Association of SatixFy.
3.2	Form of Second Amended and Restated Articles of Association of SatixFy (included as Annex B to the proxy statement/prospectus).
3.3	Amended and Restated Memorandum and Articles of Association of Endurance Acquisition Corp.
4.1	Specimen Unit Certificate of Endurance Acquisition Corp.
4.2	Specimen Ordinary Share Certificate of Endurance Acquisition Corp.
4.3	Specimen Warrant Certificate of Endurance Acquisition Corp.
4.4	Warrant Agreement, dated as of September 14, 2021, between Continental and Endurance Acquisition Corp.
4.5	Registration Rights Agreement, dated as of September 14, 2021, by and among Endurance Acquisition Corp., the Sponsor and certain equityholders of Endurance Acquisition Corp.

II-1

Exhibit Number	Description
4.6	Letter Agreement, dated as of September 14, 2021, by and among Endurance Acquisition Corp., its officers and directors, and the Sponsor.
4.7*	Specimen Ordinary Share Certificate of SatixFy.
4.8*	Specimen Warrant Certificate of SatixFy.
4.9*	Specimen PIPE Warrant Certificate of SatixFy.
4.10	Form of Warrant Assignment, Assumption and Amendment Agreement, by and among SatixFy, Endurance Acquisition Corp. and Continental.
4.11	Form of Warrant Agreement, by and among SatixFy and Continental Stock Transfer & Trust Company.
4.12	Amended and Restated Shareholders’ Agreement, dated as of March 8, 2022, by and among SatixFy, certain equityholders of SatixFy and certain equityholders of Endurance Acquisition Corp.
5.1*	Opinion of Gross & Co., as to the validity of the SatixFy Ordinary Shares and SatixFy warrants to be issued.
5.2*	Opinion of Davis Polk & Wardwell LLP as to the validity of the SatixFy warrants to be issued.
10.1	Investment Management Trust Agreement, dated as of September 14, 2021, by and between Continental and Endurance Acquisition Corp.
10.2	Form of SatixFy Transaction Support Agreement, dated as of March 8, 2022, by and among SatixFy, Endurance Acquisition Corp. and certain equityholders of SatixFy.
10.3	Sponsor Letter Agreement, dated as of March 8, 2022, by and among Endurance Acquisition Corp., the Sponsor and certain officers and directors of Endurance Acquisition Corp. in favor of SatixFy and Endurance Acquisition Corp.
10.4	Amended and Restated Registration Rights Agreement, dated as of March 8, 2022, by and among Endurance Acquisition Corp., the Sponsor and certain equityholders of Endurance Acquisition Corp.
10.5	Form of Unit Subscription Agreement, by and between SatixFy and the subscribers party thereto.
10.6	Common Equity Purchase Agreement, dated as of March 8, 2022, by and among SatixFy and CF Principal Investments LLC.
10.7	Form of Registration Rights Agreement, by and among SatixFy and CF Principal Investments LLC.
10.8*	Form of Director and Officer Indemnification Agreement.
10.9*	SatixFy Communications Ltd. Compensation Policy
10.10†	Credit Agreement, dated as of February 1, 2022, by and among SatixFy, Wilmington Savings Fund Society, FSB, as administrative agent and the lenders thereunder.
10.11†	Security Agreement, dated as of February 1, 2022, by and among SatixFy, the grantors party thereto and Wilmington Savings Fund Society, FSB, as collateral agent.
10.12*	2020 Share Award Plan
10.13	Shareholder Agreement, dated as of February 6, 2018, by and among SatixFy UK Limited and ST Electronics (Satcom & Sensor Systems) Pte Ltd.
10.14	Amendment No. 1 to Sponsor Letter Agreement, dated as of June 13, 2022, by and among SatixFy, Endurance Acquisition Corp. and the Sponsor.

II-2

Exhibit Number	Description
10.15	Amendment No. 2 to Sponsor Letter Agreement, dated as of August 23, 2022, by and among SatixFy, Endurance Acquisition Corp. and the Sponsor.
21.1*	List of subsidiaries of SatixFy.
23.1	Consent of Ziv Haft Certified Public Accountants (Isr.), a member firm of BDO International Limited, independent registered public accounting firm for SatixFy.
23.2	Consent of Marcum LLP, independent registered accounting firm for Endurance.
23.3*	Consent of Gross & Co. (included in Exhibit 5.1).
23.4*	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.2).
24.1	Power of Attorney (included on signature page to this Registration Statement)
99.1*	Form of Proxy for Special Meeting (included as Annex        to the proxy statement/​prospectus)
99.2	Consent of Richard C. Davis (Director Nominee)
99.3	Consent of Moshe Eisenberg (Director Nominee)
99.4	Consent of Yoram Stettiner (Director Nominee)
107	Filing Fee Table

*

To be filed by amendment.

†

Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

††

Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

Item 22.   Undertakings

The undersigned registrant hereby undertakes:

•

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

•

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

•

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

•

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

•

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

•

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

•

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (1)(d) and other

II-3

information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

•

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

•

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

•

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

•

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

The registrant undertakes that every prospectus: (a) that is filed pursuant to the immediately preceding paragraph, or (b) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rehovot, Israel on the 23rd day of August, 2022.

SATIXFY COMMUNICATIONS LTD.
By:	/s/ David Ripstein
​	Name: David Ripstein
​	Title: Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints David Ripstein and Yoav Leibovitch, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form F-4, or other appropriate form, and all amendments thereto, including post-effective amendments, of SatixFy Communications Ltd., and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Position	Date
/s/ David Ripstein    David Ripstein	Chief Executive Officer (Principal Executive Officer)	August 23, 2022
/s/ Yoav Leibovitch    Yoav Leibovtich	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	August 23, 2022
/s/ Mary P. Cotton    Mary P. Cotton	Director	August 23, 2022
/s/ Shengyan Fan    Shengyan Fan	Director	August 23, 2022
/s/ Lawrence Krauss    Lawrence Krauss	Director	August 23, 2022
/s/ Doron Rainish    Doron Rainish	Director	August 23, 2022
/s/ Yair Shamir    Yair Shamir	Director	August 23, 2022
/s/ David L. Willetts    David L. Willetts	Director	August 23, 2022

II-5

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of SatixFy Communications Ltd. has signed this proxy statement/prospectus in the City of New York, State of New York, on the 23rd day of August, 2022.

Authorized U.S. Representative-COGENCY GLOBAL INC.

By:	/s/ Colleen A. De Vries
​	Name: Colleen A. De Vries
​	Title: Senior Vice-President on behalf of Cogency Global Inc.

II-6

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

SATIXFY COMMUNICATIONS LTD

1.	NAME OF THE COMPANY.
The name of the Company is:
SATIXFY COMMUNICATIONS LTD.		(in English); and
		(in Hebrew)

2. DEFINITIONS AND INTERPRETATION. In these Articles each of the following terms shall have the meaning appearing opposite it:

2.1. "Additional Shares" means for the purposes of Article 8.4(c) regarding the adjustment of the Conversion Price of a Preferred B Share, any Ordinary Shares issued (or deemed to have been issued pursuant to Article 8.4(c)(iv)) by the Company after the date of allotment of such Preferred B Shares

2.2. “Articles” means these Articles of Association of the Company, including any amendments thereto.

2.3. “Board” or “Board of Directors” means the Board of Directors of the Company duly appointed in accordance with these Articles and applicable law.

2.4. "Business" means the satellite communication technology business as ordinarily conducted by the Company

2.5. "Business Day" means a day on which banks are generally open for business in Israel (other than a Friday, Saturday and public holiday).

2.6. "Business Plan" means the business plan of the Company and its subsidiaries

2.7. "Catalyst" means CEL Catalyst Communications Ltd.

2.8. “Company” means SatixFy Communications Ltd.

2.9. “Companies Law” means the Companies Law, 5759-1999, and any amendments thereto.

2.10. “Control” means the (i) direct or indirect ownership of at least majority of equity rights in an entity, or (ii) the right to elect fifty percent (50%) or more of the board members of such entity.

2.11. "Deemed Liquidation" means (a) a M&A Transaction; and (b) a transfer or grant by the Company of a worldwide, perpetual, exclusive license over all, or substantially all, of the Company's intellectual property.

2.12. “Director” means any member of the Board of Directors.

2.13. "EBIDTA" means earnings before interest, taxes, depreciation, and amortization

2.14. “Equity Securities” means, with respect to any person that is a legal entity, any and all shares of capital stock, membership interests, units, profit interests, ownership interests, equity interests, registered capital, and any other equity securities of such person, and any option, warrant or right to subscribe for or purchase any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing.

2.15. "ESOP/EMI/RSU" means any share incentive scheme for the benefit of employees, officers, directors and/or consultants of the Company and its affiliates.

2.16. "Exempted Securities" means (i) any Equity Securities of the Company issued to employees, Directors or officers of, or consultants or advisors to, the Company pursuant to an ESOP/EMI/RSU of the Company; (ii) any Equity Securities of the Company issued upon any stock split, stock dividend, stock combination, bonus shares, reclassification and similar recapitalization events; (iii) any Ordinary Shares issued upon conversion of Preferred Shares; (iv) any Equity Securities with respect to which (A) the Majority Shareholders and (B) Catalyst has resolved that such securities shall be Exempted Securities; and (v) Equity Securities of the Company sold to the public pursuant to a Listing; and (vi) shares issued upon conversion of any Equity Securities issued under items (i)-(v) above.

2.17. “Follow On Investors" means Golden Arie_High Tech Investments Pte and Glory Ventures Investments Fund II L.P.

2.18. "Founder(s)” means Yoel Gat, Doron Rainish and Yoav Leibovitch.

2.19. “Fully Diluted Equity” means the aggregate of (a) all issued shares; and (b) all shares due to be issued on the exercise in full of all options or rights (whether or not contingent and assuming full performance of any performance-linked rights) convertible into, exchangeable for or to subscribe for shares (including under any ESOP/EMI/RSU).

2.20. “General Meeting” or “Meeting” means a General Meeting as such term is defined under the Companies Law.

2.21. "Group" means the Company and its subsidiaries.

2.22. "Group Company" means the Company or any of its subsidiaries.

2.23. "Liquidation Event" includes (a) bankruptcy, liquidation or winding up of the Company; or (b) a Deemed Liquidation

2.24. "Listing" means any admission, listing, trading or dealing of any part of the share capital or other securities of the Company on any recognised stock exchange or securities market in any country;

2.25. "M&A Transaction" means a sale of all or substantially all of the assets of the Company or that of any of its subsidiaries, or an acquisition of the Company by another person or entity by means of any transaction or a series of transactions (including any reorganization, merger, amalgamation, consolidation or share transfer) where the Shareholders of the Company immediately preceding such transaction own, following such transaction, less than 50% of the voting shares of the Company.

2.26. "Majority Shareholders" means the Holders who collectively own (directly or indirectly) more than 50% of the Fully Diluted Equity.

2.27. "New Shares" means any shares or rights, options, or warrants to purchase any shares or securities of any type whatsoever that are, or may become, convertible into shares, in each case, whether now or hereafter authorized.

2.28. “Office” or the “Registered Office” means the registered office of the Company.

2.29. “Ordinary Shares” means the Ordinary Shares of the Company, each with a nominal value of NIS 0.0001 per share.

2.30. “Person” means any individual, corporation, joint venture, trust, unincorporated organization, limited liability company, or partnership.

2.31. “Preferred A Shares” means the Preferred A Shares of the Company, each with a nominal value of NIS 0.0001 per share.

2.32. “Preferred B Shares” means the Preferred B Shares of the Company, each with a nominal value of NIS 0.0001 per share.

2.33. “Preferred C Shares” means the Preferred C Shares of the Company, each with a nominal value of NIS 0.000 1 per share.

2.34. “Preferred Shareholder(s)” means, from time to time, the Holder(s) of Preferred Shares.

2.35. “Preferred Shares” means the Preferred A Shares, Preferred B Shares and Preferred C Shares.

2.36. “QIPO” or "Qualified IPO" means a Listing that ascribes a pre-money equity valuation of the Company of not less than US$300,000,000;

2.37. “Shareholder” or “Holder” means the entities and persons listed in the Shareholders Register.

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2.38. “Shareholders Register” or the “Register” or the “Register of Shareholders” means the Register of Shareholders of the Company, indicating the identity of the owners of the Company’s shares.

2.39. "Shareholders' Agreement" means that certain shareholders' agreement relating to the Company entered into between the Company and its shareholders on January ______, 2020.

2.40. "Significant Shareholder" means a Holder of at least (a) 5% of the Fully Diluted Equity and/or (b) 20% of the total Preferred B Shares issued and outstanding.

2.41. "Subscription Price” means: (i) with regard to each Preferred A Share, 1/1000 (one one-thousandth) of the price per share paid by the Holder of such Preferred A Share for such Shareholder's original Preferred A Share in SatixFy Limited (Hong Kong), (ii) US$ 4.395 per each Preferred B Share and (iii) US$ 6.078 per each Preferred C Share, all subject to appropriate adjustment in the event of any share dividend, bonus shares, share split, combination or other similar recapitalization with respect to the Preferred Shares.

2.42. “Transfer” means any direct or indirect transfer, sale, donation, assignment, pledge, hypothecation, attempted disposal, grant of a security interest in or other disposal of all or any portion of a security, or any interest or rights in a security. “Transferred” means the accomplishment of a Transfer, and “Transferee” means the recipient of a Transfer.

3. The words and expressions in these Articles shall have the meaning attributed to them at that time in the Companies Law, unless such meaning is inconsistent with the subject or content thereof; capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto under the Companies Law; words in the singular shall include the plural and vice versa; words in the masculine shall include the feminine and vice versa. Whenever these Articles determine a period by number of days or weeks from a given date, such given date shall not be included in that period. Captions in these Articles at the head of an article or section are not part of the Articles and are not to be taken into account for the purpose of interpreting the Articles.

4. If the context does not imply otherwise, any reference in these Articles to any law or regulation or enactment will include any changes therein or enactment or re-enactment thereof, as well as any law, regulation or other enactment replacing them.

5.	PRIVATE COMPANY
	At any time prior to an QIPO, the Company is a private company, as such term is defined in the Companies Law, and the following shall apply:

5.1. The right of transfer of shares shall be restricted as hereinafter provided.

5.2. Any public offering of shares or debentures of the Company is hereby prohibited.

5.3. The number of Shareholders of the Company for the time being shall not exceed fifty (50) (exclusive of persons who are in the employ of the Company, and of persons who, having been formerly in the employ of the Company were while in such employ, and have continued after such employment to be, Shareholders of the Company). For the purpose of this Article 5.3, where two (2) or more persons hold one (1) or more shares of the Company jointly, they shall be treated as a single Shareholder.

6. OBJECTS OF THE COMPANY AND ITS POWER TO MAKE DONATIONS

6.1. The objects of the Company are to carry on, deal with, and engage in, any legal business, and to take any legal action under any applicable law.

6.2. The Board of Directors may initiate from time to time any business the Company may deal with implicitly or explicitly under these Articles, and may terminate from time to time such business, as it deems beneficial for the Company.

6.3. The Company may donate reasonable sums of funds for any purpose it deems appropriate, even if such donation is not for a business purpose.

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7. THE COMPANY’S SHARE CAPITAL

7.1. The authorized share capital of the Company is:

(i) 185,830,000 Ordinary Shares;

(ii) 7,300,000 Preferred A Shares;

(iii) 4,870,000 Preferred B Shares; and

(vi) 2,000,000 Preferred C Shares.

7.2. The Company may alter its share capital in accordance with the Companies Law and these Articles.

7.3. Subject to the Companies Law, these Articles and Article 39, the Company may issue any shares having preferred rights, deferred rights or other special rights, or limited rights in relation to voting, dividend, return of capital, participation in surplus assets or otherwise as the Company shall determine from time to time. For the avoidance of doubt, the creation (or authorization of the creation), increase or decrease of the authorized, or issuance (or authorization of the issuance) of any Equity Securities, including, without limitation, Equity Securities with any preference or priority as to dividends or assets superior to or on a parity with that of existing Equity Securities, shall not be deemed to impair or have any adverse effect on any of the rights or obligations of the then existing Equity Securities.

8.	PREFERRED SHARES
	The Preferred Shares shall have the following rights and privileges:

8.1. Voting. On any matter presented to the Shareholders of the Company for their action or consideration at any meeting of Shareholders of the Company (or by written consent of Shareholders in lieu of meeting), each Holder of outstanding Preferred Shares shall be entitled to vote the number of votes equal to the number of whole shares of Ordinary Shares into which the Preferred Shares held by such Holder are convertible pursuant to Article 8.4 hereof as of the record date for determining Shareholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Articles, and without derogating from any special rights granted to the Preferred Shares in these Articles (including, without limitation, Article 39), holders of Preferred Shares shall vote together with the holders of Ordinary Shares as a single class on an as converted basis.

8.2.	Dividend Preference.
	Dividends of the Company shall be paid to each Holder in proportion to his/her/its shareholding in the total issued share capital of the Company. For the purpose of calculating the shareholding of a Holder under this Article 8.2, the Preferred Shares owned by such Holders shall be treated as Ordinary Shares on an as converted basis.
	Except for a distribution pursuant to Article 8.3 below, no dividend shall be declared or paid or any other distribution or return of capital made or agreed to be made with respect to any Shares or other Equity Securities of the Company, other than Preferred B Shares, unless the holders of Preferred B Shares have first received in respect of each Preferred B Share held by them an amount by way of dividend equal to the Preferred B Liquidation Preference (as defined below) subject to the Preferred B Cap (as defined below). Thereafter, there shall no longer be a dividend preference to the Holders of Preferred B Shares.

8.3. Liquidation Preference

8.3.1 In the event of a Liquidation Event which is not a Deemed Liquidation, all assets and funds of the Company legally available for distribution to the Shareholders (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed to the Shareholders of the Company as follows:

(a) First, Holders of the Preferred B Shares and the Preferred C Shares shall be entitled to receive for each Preferred B Share / Preferred C Share (as applicable) held by such Holder, prior and in preference to any distribution of any of the assets or funds of the Company to the Holders of any other class or series of shares by reason of their ownership of such shares, the following amount:

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(i) For each Preferred B Share, an amount equal to the higher of: (i) 200% of the Preferred B Subscription Price, plus all declared but unpaid dividends; and (ii) an amount which constitutes an overall internal rate of return on the Preferred B Subscription Price equal to 20% per annum (from the date the Holder of such Preferred B Share originally invested in SatixFy Limited (Hong Kong)), plus all declared but unpaid dividends (the “Preferred B Liquidation Preference”). Subject to Article 8.3.3 below, the Preferred B Liquidation Preference (excluding the declared but unpaid Dividends) shall be capped at three (3) times the Preferred B Subscription Price (the “Preferred B Cap”);

(ii)	For each Preferred C Share, an amount equal to the higher of: (i) 200% of the Preferred C Subscription Price, plus all declared but unpaid dividends; and (ii) an amount which constitutes an overall internal rate of return on the Preferred C Subscription Price equal to 20% per annum (from the date the Holder of such Preferred C Share originally invested in SatixFy Limited (Hong Kong)), plus all declared but unpaid dividends (the “Preferred C Liquidation Preference”). Subject to Article 8.3.3.below, the Preferred C Liquidation Preference (excluding the declared but unpaid dividends) shall be capped at three (3) times the Preferred C Subscription Price (the “Preferred C Cap”).
(the Preferred B Liquidation Preference and the Preferred C Liquidation shall, together, be referred to as the “1st Liquidation Preference”). Upon such distribution the Preferred B Liquidation Preference and the Preferred C Liquidation Preference shall be deemed to be satisfied in full.
If the remaining assets and funds thus distributed among the Holders of the Preferred B Shares and the Preferred C Shares shall be insufficient to permit the payment to such holders (as a whole) of the full 1st Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the Holders of the Preferred B Shares and the Preferred C Shares in proportion to the portion of the aggregate 1st Liquidation Preference each such Holder is otherwise entitled to receive pursuant to this sub-Article.

(b) Second, after full satisfaction of the 1st Liquidation Preference (subject to the Preferred B Cap and the Preferred C Cap), any remaining funds and assets of the Company legally available for distribution to Shareholders (the “Remaining Funds”) shall be distributed as follows:

(i) All Holders of Preferred A Share(s) shall be entitled to be paid out of the Remaining Funds, before any payment shall be made to the holders of Ordinary Shares, the greater of: (i) an amount per share equal to the Subscription Price of each Preferred A Share held by the Holder (the “ Preferred A Subscription Price”) and any declared and unpaid dividends, plus 8% of the Preferred A Subscription Price per annum compounded on an annual basis (from the date the Holder of such Preferred A Share originally invested in SatixFy Limited (Hong Kong)), less any cash dividends distributed to the Holders of the Preferred A Shares, or (ii) the pro-rata portion of the Remaining Funds in proportion to the amounts such holders would be entitled to receive if all Preferred A Shares were converted into Ordinary Shares immediately prior to the Liquidation Event (not being a Deemed Liquidation) (the “Preferred A Liquidation Preference”);

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(ii) If the Remaining Funds are less than the amount needed to pay the Holders of Preferred A Shares the full Preferred A Liquidation Preference amount as provided above, such Holders shall be entitled to receive the entire Remaining Funds, divided among them on a pro-rata basis based on the amount of the Preferred A Liquidation Preference to which each Holder is entitled hereunder, and upon such distribution the Preferred A Liquidation Preference shall be deemed to be satisfied in full; and

(iii) After full satisfaction of the 1st Liquidation Preference and the Preferred A Liquidation Preference, the remaining funds and assets of the Company available for distribution to Shareholders (if any) shall be distributed to Holders of Ordinary Shares pro rata in proportion to the number of shares held by each of such holders.

8.3.2 In the event of a Deemed Liquidation, all assets and funds of the Company legally available for distribution to the Holders (after satisfaction of all creditors’ claims and claims that may be preferred by law) shall be distributed to the Holders of the Company as follows:

(a) First, Holders of the Preferred B Shares and the Preferred C Shares shall be entitled to receive for each Preferred B Share / Preferred C Share (as applicable) held by such Holder, prior and in preference to any distribution of any of the assets or funds of the Company to the Holders of any other class or series of shares by reason of their ownership of such shares, the following amount:

(i) For each Preferred B Share, the Preferred B Liquidation Preference subject to the Preferred B Cap;

(ii)	For each Preferred C Share, the Preferred C Liquidation Preference subject to the Preferred C Cap;
Upon such distribution the Preferred B Liquidation Preference and the Preferred C Liquidation Preference shall be deemed to be satisfied in full.

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If the remaining assets and funds thus distributed among the Holders of the Preferred B Shares and the Preferred C Shares shall be insufficient to permit the payment to such holders (as a whole) of the full 1st Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Preferred B Shares and Preferred C Shares in proportion to the portion of the aggregate 1st Liquidation Preference each such holder is otherwise entitled to receive pursuant to this sub-Article.

(b) After full satisfaction of the 1^st Liquidation Preference as stipulated in the above sub-Article, the remaining funds and assets of the Company available for distribution to Holders (if any) shall be distributed to the holders of Preferred A Shares and Ordinary Shares pro rata in proportion to the number of shares held by each of such Holders (on an as-converted basis).

8.3.3 Notwithstanding the above, in the event that the distributable proceeds in a Liquidation Event (without taking into account the Preferred B Liquidation Preference stated above) provide the Holders of the Preferred B Shares with an amount per each Preferred B Share greater than three (3) times the Preferred B Subscription Price, then the Preferred B Liquidation Preference, the Preferred B Cap, the Preferred C Liquidation Preference, the Preferred C Cap and the Preferred A Liquidation Preference shall all be disregarded and each Holder of Preferred Shares shall instead receive for each Preferred Share its pro rata portion of any distribution with all other Holders of the Company, including the Holders of the Ordinary Shares (on an as converted basis). For the avoidance of doubt, save as provided in this sub-Article, the Preferred B Liquidation Preference, the Preferred C Liquidation Preference and the Preferred A Liquidation Preference shall otherwise be in effect in all of the scenarios described above.

8.3.4 In addition, in the event of a Listing, if the Company's pre-money valuation in the Listing reflects a value to each Preferred B Share held by Catalyst which is less than the Preferred B Liquidation Preference subject to the Preferred B Cap, then prior to the consummation of such Listing and as a condition thereto, Catalyst shall be entitled to receive (at the Company's choice; provided that such choice shall not have significant adverse tax consequences on Catalyst) either (or a combination of): (i) fully vested options exercisable into Ordinary Shares of the Company at an exercise price equal to $0.0, or (ii) Ordinary Shares which shall bring the value of Catalyst's holdings in Preferred B Shares of the Company (on a fully diluted and as converted basis), to the Preferred B Liquidation Preference subject to the Preferred B Cap. In the event of a Deemed Liquidation as contemplated above, such transaction shall be conditioned on the payment to the Holders of Preferred B Shares of no less than the Preferred B Liquidation Preference subject to the Preferred B Cap.

8.4.

Conversion. The Preferred Shares shall be converted into Ordinary Shares in accordance with the following:

Each Preferred Share shall be converted as provided pursuant to sub-Article (a) below into such number of fully paid and nonassessable Ordinary Shares as is determined by dividing its Subscription Price by its then-effective Conversion Price. The Preferred Shares shall not otherwise be convertible into Ordinary Shares. The "Conversion Price" of any Preferred Share shall, as of the date of allotment of such Preferred Share, be its Subscription Price, resulting in a conversion ratio for such Preferred Share of 1:1 as of the date of allotment of such Preferred Share, and shall be subject to adjustment and readjustment from time to time thereafter as hereinafter provided. Any conversion pursuant to this Article 8.4 shall be referred to as a “Conversion.”

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(a) Conversion. Each Preferred Share will be convertible into Ordinary Share(s) (i) at any time at the option of the holder of such Preferred Share, and (ii) in the case of Preferred A Shares, automatically upon the consummation by the Company of an underwritten Listing in which the offer valuation of the Company represents a valuation of not less than 200% of the Company’s pre-money valuation immediately before the applicable Preferred A investment; and (iii) in the case of Preferred C Shares, automatically upon the consummation by the Company of an underwritten Listing; and (iv) in the case of Preferred B Shares, automatically upon the consummation by the Company of a Qualified IPO, provided that if Article 8.3.4 above is applicable, Catalyst has received prior to the consummation of such Qualified IPO additional options or shares pursuant to Article 8.3.4 which shall bring the value of Catalyst's holdings in Preferred B Shares of the Company (on a fully diluted and as converted basis), to an amount equal to the higher of: (A) 200% of the Preferred B Subscription Price, plus all declared but unpaid dividends; and (B) an amount which constitutes an overall internal rate of return on the Preferred B Subscription Price equal to 20% per annum (from the date the Holder of such Preferred B Share originally invested in SatixFy Limited (Hong Kong)), plus all declared but unpaid dividends, subject to the Preferred B Cap.

(b) Mechanics of Conversion. Upon a Conversion, the holders of the Preferred Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for the Preferred Shares. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such Holder of Preferred Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of Ordinary Shares to which such Holder shall be entitled as aforesaid. Upon a Conversion, the Preferred Shares shall be converted automatically into Ordinary Shares without any further action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent. The Company may affect the conversion of the Preferred Shares in any manner available under applicable law, including redeeming or repurchasing the relevant Preferred Shares and applying the proceeds thereof towards payment for the new Ordinary Shares. For purposes of the repurchase or redemption, the Company may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out of its capital.

(c) The Conversion Price of a Preferred B Share shall be subject to adjustment from time to time as follows:

(i). If the Company shall issue, after the date of allotment of such Preferred B Share, any Additional Shares without consideration or for a consideration per share less than the Conversion Price of the Preferred B Shares in effect immediately prior to the issuance of such Additional Shares, such Conversion Price for such Preferred B Shares in effect immediately prior to each such issuance shall (except as otherwise provided in this Article) be adjusted concurrently with such issuance to a price determined by multiplying such Conversion Price by a fraction, the numerator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance (including the Preferred Shares on an as-converted basis as if they were then converted in a Conversion, and including all then outstanding convertible, exercisable, and exchangeable Equity Securities of the Company on a fully as-converted, as-exercised and as-exchanged basis) plus the number of Ordinary Shares that the aggregate consideration received by the Company for such issuance would have purchased at such Conversion Price for such Preferred B Shares in effect before such issuance, and the denominator of which shall be the number of Ordinary Shares outstanding immediately prior to such issuance (including the Preferred Shares on an as-converted basis as if they were then converted in a Conversion, and including all then outstanding convertible, exercisable, and exchangeable Equity Securities of the Company on a fully as-converted, as-exercised and as-exchanged basis) plus the number of such Additional Shares actually issued (calculated on a fully as-converted, as-exercised and as-exchanged basis), unless waived by the Holders of a majority of the then outstanding Preferred B Shares voting together as a single class on an as-if-converted basis.

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(ii) In the case of the issuance of any Additional Shares for cash, the consideration shall be deemed to be the amount of cash paid therefor before deducting any reasonable discounts, commissions or other expenses allowed, paid or incurred by the Company for any underwriting or otherwise in connection with the issuance and sale thereof.

(iii) In the case of the issuance of any Additional Shares for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the Board irrespective of any accounting treatment.

(iv). In the case of the issuance of options to purchase or rights to subscribe for Ordinary Shares, securities by their terms convertible into or exchangeable for Ordinary Shares or options to purchase or rights to subscribe for such convertible or exchangeable securities, the following provisions shall apply for all purposes of this Article 8.4(c):

(1). The aggregate maximum number of Ordinary Shares deliverable upon exercise, but without taking into account potential anti-dilution adjustments (to the extent then exercisable), of such options to purchase or rights to subscribe for Ordinary Shares shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in Articles 8.4(c)(ii) and 8.4(c)(iii), if any, received by the Company upon the issuance of such options or rights plus the minimum exercise price provided in such options or rights (without taking into account potential anti-dilution adjustments) for the Ordinary Shares covered thereby.

(2). The aggregate maximum number of Ordinary Shares deliverable upon conversion of, or in exchange for, but without taking into account potential anti-dilution adjustments (to the extent then convertible or exchangeable), any such convertible or exchangeable securities or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration, if any, received by the Company for any such securities and related options or rights, plus the minimum additional consideration, if any, to be received by the Company (without taking into account potential anti-dilution adjustments) upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in Articles 8.4(c)(ii) and 8.4(c)(iii).

(3). In the event of any change in the number of Ordinary Shares deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, including, but not limited to, a change resulting from the anti-dilution provisions thereof, the Conversion Price of Preferred B Shares, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Ordinary Shares or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

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(4). Upon the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price of any Preferred B Shares, to the extent in any way affected by or computed using such options, rights or securities or options or rights related to such securities, shall be recomputed to reflect the issuance of only the number of Ordinary Shares (and convertible or exchangeable securities that remain in effect) actually issued upon the exercise of such options or rights, upon the conversion or exchange of such securities or upon the exercise of the options or rights related to such securities.

(5). The number of Ordinary Shares deemed issued and the consideration deemed paid therefor pursuant to Articles 8.4(c)(iv)(1) and Article 8.4(c)(iv)(2) shall be appropriately adjusted to reflect any change, termination or expiration of the type described in either Article 8.4(c)(iv)(3) and 8.4(c)(iv)(4).

(d) In the event the Company should at any time or from time to time after the adoption of these Articles fix a record date for the effectuation of a split or subdivision of the outstanding Ordinary Shares or the determination of Holders of Ordinary Shares entitled to receive a dividend or other distribution payable in additional Ordinary Shares or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional Ordinary Shares (hereinafter referred to as “Ordinary Shares Equivalents”) without payment of any consideration by such holder for the additional Ordinary Shares or the Ordinary Share Equivalents (including the additional Ordinary Shares issuable upon conversion or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Conversion Price of each class of Preferred Shares shall be appropriately decreased so that the number of Ordinary Shares issuable on conversion of each such Preferred Share shall be increased in proportion to such increase in the aggregate number of Ordinary Shares outstanding including those issuable with respect to such Ordinary Share Equivalents.

(e) If the number of Ordinary Shares outstanding at any time after the adoption of these Articles is decreased by a combination of the outstanding Ordinary Shares, then, following the record date of such combination, the Conversion Price for each class of Preferred Shares shall be appropriately increased so that the number of Ordinary Shares issuable on conversion of each share of such class shall be decreased in proportion to such decrease in outstanding shares.

(f) Other Distributions. In the event the Company shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Company or other persons, assets (excluding cash dividends) or options or rights not referred to in Article 8.4(d), then, in each such case for the purpose of this Article 8.4(f), the Holders of Preferred Shares shall be entitled to a proportionate share of any such distribution as though they were the Holders of the number of Ordinary Shares into which their Preferred Shares would be convertible in a Conversion as of the record date fixed for the determination of the Holders of Ordinary Shares entitled to receive such distribution.

(g) Recapitalisations. If at any time or from time to time there shall be a recapitalisation of the Ordinary Shares (other than a subdivision, combination or merger or sale of assets transaction or other event provided for elsewhere in these Articles), provision shall be made so that the Holders of each Preferred Share shall thereafter be entitled to receive upon conversion of such Preferred Share the number of shares of stock or other securities or property of the Company or otherwise, to which a Holder of the number of Ordinary Shares deliverable upon a Conversion of such Preferred Share held by such Holder would have been entitled on such recapitalisation. In any such case, appropriate adjustment shall be made in the application of the provisions of these Articles with respect to the rights of the Holders of Preferred Shares after the recapitalisation such that the provisions of these Articles (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of Preferred Shares) shall be applicable after that event as nearly equivalent as may be practicable.

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(h) No Impairment. The Company will not, by amendment of these Articles or through any reorganisation, recapitalisation, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under Articles 8.4(c) to 8.4(j) by the Company, but will at all times in good faith assist in the carrying out of all the provisions of Articles 8.4(c) to 8.4(j) and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the Holders of Preferred Shares against impairment.

(i) No Fractional Shares and Certificate as to Adjustments

i. No fractional shares shall be issued upon a Conversion of any Preferred Shares. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay cash equal to such fraction multiplied by the then fair market value of an Ordinary Share as determined in good faith by the Board. The number of Ordinary Shares to be issued upon such Conversion shall be determined on the basis of the total number of Preferred Shares of such Holder to be converted into Ordinary Shares and the number of Ordinary Shares issuable upon such aggregate conversion.

ii. Upon the occurrence of each adjustment or readjustment of the Conversion Price of any class of Preferred Shares pursuant to Articles 8.4(c) to 8.4(j), the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each Holder of such class of Preferred Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any Holder of such Preferred Shares, furnish or cause to be furnished to such Holder a like certificate setting forth (1) such adjustment and readjustment, (2) the Conversion Price for such class of Preferred Shares at the time in effect, and (3) the number of Ordinary Shares and the amount, if any, of other property that at the time would be received upon the Conversion of one such Preferred Share.

(j) Notices of Record Date. In the event of any taking by the Company of a record of the Holders of any class of securities for the purpose of determining the Holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each holder of Preferred Shares, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

9. ORDINARY SHARES. Each Ordinary Share shall confer on the Holder thereof the following rights:

9.1. Voting. Except as otherwise expressly provided herein or required by law, each Holder of outstanding Ordinary Shares shall be entitled to one (1) vote in respect of each Ordinary Share held thereby of record on the books of the Company on all matters submitted to a vote of the Shareholders of the Company. Each Holder of outstanding Ordinary Shares shall be entitled to notice of any Shareholders’ meeting in accordance with these Articles and shall vote with Holders of the Preferred Shares, voting together as single class on an as converted basis, upon all matters submitted to a vote of Shareholders, excluding those matters required to be submitted to a class or series vote pursuant to the terms hereof (including, without limitation, Article 39) or by law.

9.2. Dividends. Subject to Article 8.2, the Holders of Ordinary Shares shall be entitled to receive dividends out of funds legally available therefor at such times and in such amounts as the Board of Directors may determine in its sole discretion.

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10. LIMITATION OF SHAREHOLDERS LIABILITY

10.1. The liability of a Shareholder with respect to the Company’s debts and obligations shall be limited to the unpaid sum, if any, owing to the Company in consideration for the issuance of the Company’s shares held by such Shareholder.

10.2. Where two (2) or more persons are registered jointly in the Shareholders Register as Holders of a share, they shall be responsible jointly and severally for any call or other liability in connection with such share. However, for the purpose of voting, proxy and giving notices, the Shareholder appearing first in the Shareholders Register shall be deemed sole Holder of such share, unless and until all the persons registered as joint Shareholders have notified the Company in writing another among them should be considered as sole Holder of the shares as set out above.

11. REGISTERED OFFICE

The Registered Office of the Company shall be situated in Israel at a place to be determined from time to time by the Board of Directors.

12. SHAREHOLDERS REGISTER

12.1. The Company shall keep a Register of Shareholders and will record therein the following particulars:

12.2. With respect to the shares registered in the name of a Shareholder:

12.2.1. The name, identity number and address of each Shareholder, as notified to the Company;

12.2.2. The number and class of shares held by each Shareholder, stating their par value and - in the event that a certain amount has not yet been paid on account of the consideration determined for such shares - the amount not yet paid;

12.2.3. The date of issuance of the shares or the date of their transfer to the Shareholder, as the case may be;

12.2.4. Should the shares have serial numbers, the Company shall note opposite the name of each Shareholder the respective numbers of the shares registered in such Shareholder’s name;

12.2.5. The date on which any person has ceased to be a Shareholder in the Company; and

12.2.6. All those other particulars which under the Companies Law or these Articles are required to be recorded therein.

12.3. With respect to “dormant shares”, as defined in Section 308 of the Companies Law, their number and the date on which they became dormant.

13. SHAREHOLDER

13.1. A Shareholder in the Company shall be whosoever is registered in the Shareholders Register as a Holder of the shares.

13.2. Wherever two (2) or more persons are registered jointly as the Holders of a share, any one of them is duly authorized to provide receipts binding all the joint Holders for any dividend or other moneys in connection with such share, and the Company may pay all dividends or other moneys due in connection with the share to one (1) or more of them as it deems fit.

13.3. A Shareholder being a trustee shall be so registered in the Shareholders Register, stating that its holding is in trust and it shall be deemed a Shareholder for all intents and purposes. Should a trustee fail to inform the Company of it being a trustee, such trust shall not be recorded in the Shareholders Register. Except for the above provisions relating to noting the trusteeship in the Shareholders Register, the Company shall not be obliged to recognize the right to a share or any other right in connection with such share, except for the absolute and exclusive right relating thereto of the Shareholder registered in the Shareholders Register as the owner thereof.

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14. SHARE CERTIFICATES

14.1. A Shareholder is entitled to receive from the Company a share certificate evidencing its ownership of the Company’s shares.

14.2. Subject to the provisions relating to the form of a share certificate determined, if determined, by the Ministry of Justice pursuant to Section 180 of the Companies Law: (i) the following particulars shall be set out in the share certificate: the name of the Shareholder, the number of shares owned by its to which such certificate relates, the class of such shares, and their par value and serial numbers (to the extent that the Company’s shares are marked by serial numbers); as well as (ii) each share Certificate shall bear the signature of a Director and/or of any other person appointed by the Board of Directors for that purpose.

14.3. Whenever two (2) or more are registered in the Shareholders Register as joint owners of a share, the Company shall not be obliged to issue more than one (1) share certificate to all the joint owners of the share and the delivery of such certificate to one (1) of the joint owners of a share shall be deemed a delivery to all of them.

14.4. If any share certificate is erased, mutilated, destroyed or lost, a new share certificate may be issued in lieu thereof based on such proof submitted and such indemnity given as the Board of Directors shall demand, and in the event of a mutilated share certificate - upon return of the old certificate.

15. PAYMENT CALLS

15.1. If the terms of issuance of any shares of the Company do not specify a particular date for the payment of all the consideration which is to be paid therefor, or any part thereof, the Board of Directors may from time to time, if it deems fit, make calls on the Shareholders in respect of the amounts not yet paid for their shares, whether on account of the par value of the shares or on account of the premium, and each such Shareholder shall be obliged to pay the Company the amount so demanded from its not later than the date of payment set out in the notice containing the call; provided that the Shareholder shall be given a prior notice of at least fourteen (14) days in respect of any call. The Board of Directors may at any time by notice in writing cancel the call or extend the time of its payment.

15.2. Joint owners of a share shall be bound, jointly and severally, to pay the amounts set out in any call.

15.3. In the event that the amounts set out in the call have not been paid in whole or in part by the date of payment set out in the call, the Shareholders shall be obliged to pay linkage differences or interest (or both) on the amounts not so paid, all as shall be determined by the Board of Directors, from the due date until the date of actual payment; provided, however, the Board of Directors may waive the linkage differences or the interest (in part or both).

15.4. If under the conditions of the issuance of any share, any amount has to be paid upon the issuance of the shares or at a set time, whether on account of the par value of the shares or on account of the premium, or in installments at set times, any such amount or installment shall become due as if a call were duly made in respect thereof by the Board of Directors, which delivered due notification thereof in which the due date set out therein is the date of issuance or the date set for payment, and in the event of non-payment of such amount at the time of issuance or on the date fixed for payments, whichever is the case, the provisions of these Articles relating to the payment of linkage differences or interest (or both), forfeiture of shares or any other consequence of non-payment or default of payment by the Shareholders of the amount due from its to the Company in connection with the shares will apply.

15.5. The Board of Directors may, if it deems fit, accept from a Shareholder wishing to prepay, all or part of the amounts due on account of such Shareholder’s shares (in addition to the payment of amounts actually demanded, if demanded) and the Board of Directors may pay him interest on the amounts so prepaid by him (or any part thereof) at the rate of interest agreed between the Board of Directors and the Shareholders.

15.6. A Shareholder shall not be entitled to receive a dividend (or bonus shares) and shall not be entitled to exercise any right as Shareholder unless he has paid in full all the notices of call delivered to him, or which according to these Articles are deemed to have been delivered to him, together with linkage differences, interest, and expenses which otherwise would have been paid by him according to the provisions of these Articles in respect of calls which have not been paid by him on time.

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15.7. A Shareholder shall not be entitled to receive any notice of or to be present at any General Meeting or class meeting, nor to vote thereat or exercise any right of a Shareholder, unless such Shareholder has paid in full all the notices of calls delivered to him, or which according to these Articles are deemed to have been delivered to him, together with linkage differences, interest and expenses due, if any, in respect of any shares held by such Shareholder - whether by himself or jointly with another person.

15.8. When issuing shares the Board of Directors may determine an arrangement distinguishing between Shareholders with respect to the amounts of calls and due dates.

15.9. Notwithstanding anything in this Article 15 to the contrary, nothing in this Article 15 shall entitle the Company to call or require a Shareholder to pay an amount in excess of the originally negotiated aggregate purchase price therefor.

16. LIEN AND FORFEITURE OF SHARES

16.1. The Company shall have a lien and first charge on all shares whose price (both par value and premium) has not been fully paid, as long as any payment in respect of shares in the Shareholder’s name is outstanding (whether such shares are registered in his name only or jointly with another or others), whether or not the date for such payment has arrived. Such charge shall be in effect whether or not the due date for the implementation or fulfillment of such duties, obligations or such other contracts has arrived, and shall apply to all dividends resolved from time to time in connection with such shares. No benefit shall be created with respect to any share based on rules of equity which shall invalidate such charge, provided that the Board of Directors may from time to time declare that a certain share is temporarily or finally released in whole or in part from the provisions of this Article 16.1.

16.2. If a Shareholder has not paid any calls for payment or any installments on the due date set therefor or prior thereto (whether on account of the par value of the shares or on account of the premium), the Board of Directors may at any time thereafter, if the call for payment or installment has not been paid, deliver a notice to that Shareholder demanding payment from him with the linkage differences and interest accrued thereon, as well as any expenses incurred by the Company as a result of the non-payment. The notice shall state the place at which such payment shall be made. Should the Shareholder not pay the amount due on the date set out in such notice (which shall be at least seven (7) days), the shares in respect of which such notice was given shall be forfeited by a resolution of the Board of Directors. The provisions of this Article will apply subject to the conditions agreed (if expressly agreed in writing) at the time of the issuance of such share. The forfeiture of a share pursuant to these Articles shall also include the dividends declared in respect of such share which have not been paid prior to forfeiture.

16.3. A certificate in writing signed by two (2) Directors, attesting that a call has been made for payment in relation to a share and that the share was forfeited by a resolution of the Board of Directors in that matter, and that all requirements relating to the forfeiture under these Articles have been complied with, shall constitute decisive proof against all persons entitled to that share in respect of the facts set out in the certificate.

16.4. Each share so forfeited shall become the Company’s property and the Board of Directors may, subject to the provisions of Section 181 of the Companies Law and these Articles, re-issue and sell it on such terms and conditions and in such manner as it deems fit, or, subject to Section 308 of the Companies Law, cancel such shares.

16.5. A share forfeited but not yet re-issued or sold shall be a dormant share as defined in Section 308 of the Companies Law.

16.6. The Company is authorized to receive the consideration, if any, for the re-issued and sale of a share so forfeited and credit or set off such consideration on account of the amounts due and/or which may become due to the Company from the owner of such share pursuant to the provisions of these Articles, and the person to whom such share has been sold shall be entitled to be registered as the owner of that share and shall be deemed owner of such share and for all intents and purposes shall not be responsible for any use made by the Company of the funds paid by him for such share, and furthermore, his title to the share shall not be effected by reason of any act, omission, defect or invalidity in the proceedings of forfeiture or sale of such share.

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16.7. The Board of Directors may at any time prior to the sale of a share cancel the forfeiture on those terms and conditions as it deems fit.

16.8. Any Shareholder whose shares were forfeited shall cease to be a Shareholder in respect thereof, but nonetheless shall continue to be responsible for and obliged to pay the Company, and shall pay immediately, all balances due to the Company according to the calls, including expenses incurred at the time of forfeiture on account of such shares or in respect thereof, all together with linkage differences and interest accrued on such amounts from the time of forfeiture to the date of actual payment at the rate determined by the Board of Directors, and the Board of Directors shall be entitled (but not obliged) to enforce the payment of such amounts, in whole or in part, if it so deems fit, unless or until the shares so forfeited have been sold and the Company has received in full, all amounts due from the Shareholders together with the linkage differences, interest and expenses incurred by the Company in respect of such sale. If, after payment in full of the said amounts, the Company has surplus amounts, such surplus amounts shall be paid to the previous owner of the share.

17. BEARER SHARES AND REDEEMABLE SHARES

17.1. The Company shall not issue bearer shares.

17.2. Subject to the provisions of the Companies Law and these Articles, the Company may issue redeemable shares and redeem them.

18. ISSUANCE OF SHARES

18.1. Subject to these Articles (and in particular to Articles 19 and Article 39), the unissued authorized shares shall be under the control of the Board of Directors, and unless otherwise set out in these Articles, in any event of issuance of new shares, whether for a cash consideration or for a consideration other than cash, the Board of Directors shall be authorized to offer and issue the new shares either to the Company’s then present Shareholders, or to persons who are not Shareholders of the Company, all at the Board of Directors’ absolute discretion, at such price and on such terms as the Board of Directors shall deem fit.

18.2. The Company may issue shares for a consideration being, in whole or in part, other than cash, provided that the consideration for the shares being other than cash is set out in a document in writing.

18.3. Subject to these Articles (including Article 39), the Company may issue shares having rights equal or junior to the existing shares or having preferred rights, deferred rights, rights of redemption or other special rights, having rights or limitations either in relation to dividend, voting, appointment and dismissal of a Director, payment of share capital, participation in the distribution of the Company’s assets, including distribution of surplus assets or in relation to any other matter, all as the Company shall from time to time determine.

19. RIGHT OF FIRST OFFER (PREEMPTIVE RIGHT).

(1) Until a Listing, prior to any future issuance or allotment of New Shares (other than the issuance of Exempted Securities) (a "Future Issuance"), Catalyst and the Follow On Investors (the "Preemptive Right Holders") shall have the right (the "Preemptive Right") to subscribe up to their pro rata portion (on a fully diluted basis) of any further issuance of New Shares (other than Exempted Securities), on the same terms of offering and at the same offering price as such New Shares.

(2) In case of a Future Issuance, the Company shall give each Preemptive Right Holder a written notice (a "Notice") of its intention regarding the Future Issuance, describing the New Shares,the general terms (including price per New Share) upon which the Company proposes to issue the New Shares and the name of the potential subscriber.

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(3) Each Preemptive Right Holder shall have fourteen (14) days from the date of receiving the Notice, to notify the Company in writing of its intention to purchase all or any part of its pro rata portion of the New Shares. If the Preemptive Right Holder does not respond within such period, it shall be regarded as having given notice of refusal to purchase its pro rata portion of the New Shares.

(4) If the Preemptive Right Holders do not exercise in full the Preemptive Right in respect of all of the New Shares, within the periods specified above, then the Company shall have 120 days after the end of the said periods to sell any untaken New Shares to any third party, including to any Shareholder, on terms (including price per New Share) that are not more favorable to such third party than the terms on which the New Shares were offered to the Preemptive Right Holders under the Preemptive Right, provided that the Company shall procure such third party to enter into the Shareholders' Agreement.

(5) The Company shall furnish each Preemptive Right Holder, within fourteen (14) days after the date of signing the said transaction with a third party, a statement describing all the terms of the transaction which it has signed with any third party as well as a copy of the relevant documents.

(6) If the Company has not sold the untaken New Shares within the said 120 day period, then the Company shall not thereafter issue or sell any New Shares without first offering such New Shares to the Preemptive Right Holders in the manner provided above.

20. TRANSFER OF SHARES

20.1. The Shares of the Company may be transferred subject to the limitations set forth in these Articles, provided that any such transfer shall be made by a document in writing in the manner set forth in these Articles, or in a manner as similar thereto as possible or in a form approved from time to time by the Board of Directors which shall be delivered to the Office, together with the certificate relating to the transferred shares (if issued) and all additional evidence which the Board of Directors may request in order to prove the transferor’s title. The registered transfer deeds, or a photocopy thereof (if so determined by the Board of Directors), shall remain with the Company; provided however, that any transfer deed which the Board of Directors declines to record shall be returned to the person delivering it, together with the share certificate (if delivered) if so requested by such person.

20.2. No transfer of shares in the Company, and no assignment of an option to acquire such shares from the Company, shall be effective unless the transfer or assignment has been approved by the Board of Directors, but the Board of Directors shall not withhold its approval of any such transfer or assignment made in accordance with this Article 20, Article 21 and Article 22 unless (i) such transfer is to a direct or indirect competitor of the Company, or (ii) it believes, in its sole discretion, is necessary to ensure the Company's compliance with the limitations on changes in shareholdings required to comply with the provisions of Section 104(B) of the Israeli Income Tax Ordinance and any pre-ruling issued to the Company with respect thereto.

20.3. The instrument of transfer of any share in the Company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Subject to Article 20.1, the instrument of transfer shall be substantially in the following form or other form approved by the Board of Directors:

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“Share Transfer Deed: I, [specify name of transferor], of [specify address of transferor] (“Transferor”) do hereby transfer to [specify name of transferee] of [specify address of transferee] (“Transferee”) [specify number and class] share(s), each with a nominal value of NIS 0.0001 per share, of SATIXFY COMMUNICATIONS LTD. to hold unto the Transferee, Transferee’s executors, administrators and assigns, subject to the same terms and conditions on which I held the same at the time of the execution hereof; and I, the Transferee, do hereby agree to take the said share(s) subject to the aforesaid terms and conditions.

In witness whereof we have hereunto set our hands this ____ day of _______,

______________________.
Transferee	Transferor
Name:	Name:
Title:	Title:

20.4. Until the consummation of a QIPO, the Board of Directors may, subject to these Articles, decline to register the transfer of a share (i) to a competitor of the Company, whether direct or indirect, as determined in good faith by the Board of Directors; (ii) if such transfer is made in violation of these Articles; and (iii) unless the transferee agrees in writing to hold the shares transferred pursuant to the terms and conditions by which the transferor held such shares, including but not limited to, the provisions of these Articles and any other contractual obligations of the transferor with respect to the shares transferred under shareholder or other agreements to which the Company is also a party. If the Directors have exercised their authority under this Article and have declined to register a transfer of shares, they will so notify the transferor and the transferee within sixty (60) days from the date on which the transfer deed was delivered to the Company and any such proposed transfer shall not be valid and deemed void.

20.5. Permitted Transfers. Notwithstanding anything herein to the contrary, but subject to Article 20.4 above, the provisions of Article 21 and Article 22 below shall not apply to either of the Transfers listed below (the “Permitted Transfers”, the “Permitted Transferee”, respectively), provided that such Permitted Transferee certifies in writing to the Company that it shall be bound by all the rights, benefits, duties and obligations in these Articles and any shareholder or other agreement to which the transferor is a party, as applicable to such transferor:

20.5.1. Transfers by any Shareholder which is a natural person to a trustee for the exclusive benefit of such Shareholder;

20.5.2. Transfers to the spouse (or widow or widower) of the Shareholder;

20.5.3. Transfers upon the death of any Shareholder which is a natural person to such Shareholder’s heirs, executors or administrators or to a trust under such Shareholder’s will, or Transfers between such Shareholder and such Shareholder’s guardian or conservator;

20.5.4. Transfers by any Shareholder which is a legal entity to any entity or Person(s) which Controls, is Controlled by, or is under common Control with such Person or entity; provided, that with respect to each Founder, solely to a wholly owned entity, further provided, that such Founder executes a personal undertaking towards the Company and its shareholders that such entity shall remain a wholly owned company of such Founder (or any of its Permitted Transferees) at all times it holds shares in the Company;

20.5.5. Transfer by any Shareholder who is a trustee to the beneficial owners of such trust or an alternate trustee for the same beneficiaries;

20.5.6. Transfer from a wholly owned entity of a Person to the Person;

20.5.7. Transfers by any Shareholder which is a legal entity to its affiliates or subsidiaries; provided, that such Transfer by wholly owned entity of a Founder shall not be permitted other than to such Founder; or

20.5.8. Transfers by a legal entity or corporation to (a) a wholly-owned subsidiary, (b) a holding company (which directly or indirectly owns 100% of its issued share capital (or equivalent), or (c) a wholly-owned subsidiary of such entity's or corporation's holding company (which directly or indirectly owns 100% of its issue share capital (or equivalent).

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21. RIGHT OF FIRST REFUSAL (ROFR).

(A)

Right of First Refusal

Without derogating from the provisions in Articles 22 and 24 below, other than in connection with a Listing or Deemed Liquidation, a proposed transfer to a Permitted Transferee or a sale by Catalyst in accordance with Article 22A, a Holder (the "Transferor") may directly or indirectly sell, transfer, assign, pledge or otherwise dispose of its shares (the "Transfer Shares") to a bona fide third party (the "Offeror") only if it receives an offer in writing (the "Third Party Offer"):

(a) from a third party which has its own financial resources to meet its obligations under the Third Party Offer or has an unconditional and legally binding commitment from a lender for that finance;

(b) which is irrevocable and unconditional;

(c) which is governed by Israeli law;

(d) which is for cash consideration in US dollars or New Israeli Shekels;

(e) which contains all material terms and conditions (including the price and the intended completion date of the Third Party Offer); and

(f) which includes an offer to acquire the shares held by the Significant Shareholders on a proportionate (as converted) basis at the same cash price (the "Third Party Offer Price") as, and otherwise on terms that are not less favorable to those in respect of, the Transfer Shares.

(B) If a Holder receives a Third Party Offer which he/she/it wishes to accept, he/she/it shall issue a written notice (the "Transfer Notice") to the Significant Shareholders (copied to the Company) containing details of the Third Party Offer (including the name of the Offeror, the price offered and all material terms and conditions of the Third Party Offer) and upon issuing such Transfer Notice, the Transferor shall be deemed to:

(a) make an offer (the "Offer") to sell such portion (the "Relevant Portion") of the Transfer Shares to the Significant Shareholders as reflects, as nearly as possible, the number of shares on an as-converted basis for the time being held by all the relevant Significant Shareholder as a proportion of the total number of shares held by all the Significant Shareholders. In the event that there is a situation in which fractional shares will need to be transferred, the number of shares will be rounded up so that only full shares will be transferred;

(b) if any Significant Shareholder does not wish to purchase its Relevant Portion of the Transfer Shares pursuant to this Article 21(B) (the "Excess Transfer Shares"), an offer shall be deemed to be made by the Transferor to sell such Excess Transfer Shares to the other Significant Shareholders at the same cash price and on no less favorable terms than those set out in the Third Party Offer; and

(c) provide confirmation that (i) the Company shall be the agent of the Transferor for the sale of the Transfer Shares; and (ii) the Significant Shareholders may elect to proceed in accordance with one of the options in Article 21(C) below.

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(C) A Significant Shareholder who receives a Transfer Notice may do one of the following:

(a) Accept the Offer

(i) If, within the period of ten (10) Business Days from the date of the Transfer Notice (the last Business Day of such period being the "Acceptance Date"), a Significant Shareholder wishes to buy its Relevant Portion of the Transfer Shares at the Third Party Offer Price, he/she/it shall send a written notice to the Transferor (copied to the Company) (the "Acceptance Notice"). An Acceptance Notice shall be irrevocable. If a Significant Shareholder does not wish to accept the Offer, it may either send a written notice to the Transferor (copied to the Company) declining the Offer or do nothing in which case it shall be deemed to have declined the Offer.

(ii) If, by the Acceptance Date, the Transferor has not received Acceptance Notices from all the Significant Shareholders, (A) each Significant Shareholder who sent an Acceptance Notice shall be entitled (but not obliged) to purchase a number of Excess Transfer Shares reflecting, as nearly as possible, the number of Transfer Shares represented by his/its Relevant Portion as a proportion of the total number of Transfer Shares in respect of which Acceptance Notices were received (the "ETS Entitlement") at the same price and terms as specified in the Transfer Notice; (B) the Transferor shall notify each relevant Significant Shareholder of its ETS Entitlement within one (1) Business Day of the Acceptance Date; and (C) each relevant Significant Shareholder shall send a written notice to the Transferor (copied to the Company) within five (5) Business Days of the Acceptance Date stating the number of Excess Transfer Shares it agrees to purchase as part of its ETS Entitlement, and so on until (1) all ETS Entitlements have been purchased by the relevant Significant Shareholders or (2) the relevant Significant Shareholders have elected (or deemed to have elected) to not purchase the remaining ETS Entitlements. In the absence of such notice, a Significant Shareholder shall be deemed to have elected not to purchase any of its ETS Entitlement.

(iii) Within six (6) Business Days of the Acceptance Date, the Transferor shall notify (A) the Company of the names and addresses of the Significant Shareholders who have agreed to buy Transfer Shares and the number of Transfer Shares each Significant Shareholder has agreed to buy; and (B) each Significant Shareholder of the total number of Transfer Shares he/she/it has agreed to buy.

(iv) If (A) within six (6) Business Days after the Acceptance Date, the Transferor has not received any Acceptance Notice, or (B) following completion of the operation of Article 21(C)(a)(ii) there are Transfer Shares in respect of which Acceptance Notices have not been given, the Transferor shall then be free to accept the Third Party Offer and sell any portion of Transfer Shares which will not be purchased by the Significant Shareholders at the Third Party Offer Price and on terms no more favourable to the Offeror than those under the Third Party Offer, provided that the Transferor procures that the Offeror enters into the Shareholders' Agreement and that the Transfer Shares are sold within forty five (45) Business Days after the Acceptance Date. If the Transferor does not sell and transfer all the Transfer Shares to the Offeror within the aforesaid period, or the Transferor wishes to sell or transfer the Transfer Shares on terms that are more favorable to the Offeror than the terms provided in the Third Party Offer, then the Transferor shall first offer the Transfer Shares to the Significant Shareholders in the aforementioned procedure.

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22. CO- SALE/TAG ALONG.

(i) Until the consummation of a Listing, if a Significant Shareholder wishes to sell its shares pursuant to Article 21(A)(f), it shall send a written notice (the "Tag-along Notice") to the Transferor by the Acceptance Date (copied to the Company) electing to sell all or any part of its shares that it is entitled to sell pursuant to Article 21(A)(f) (the "Tag-along Shares") to the Offeror at the same cash price as and on terms no less favorable than those contained in the Third Party Offer (the "Tag-along Rights"). If a Significant Shareholder does not respond in the above mentioned manner, it shall be regarded as an election by such Significant Shareholder to not exercise its Tag-along Rights hereunder. A Significant Shareholder who wishes to sell its shares pursuant to Article 21(A)(f) will be responsible for its proportionate share of the costs of such transfer to the extent not paid or reimbursed by the Offeror or the Company.

(ii) The Transferor shall be prohibited from selling the Transfer Shares to the Offeror unless the Offeror agrees to purchase the Tag-along Shares at the same time and at the same cash price as, and on terms no less favourable than those contained in, the Third Party Offer.

(iii) The Tag-along Rights apply only in the event that, following the completion of the right of first refusal procedure in Articles 21(A) to 21(C)(a), any Transfer Shares are available to be sold to the Offeror, in which case such sale shall be subject to the Tag-along Rights.

(iv) The Tag-along Rights shall not arise in the event of a sale by Catalyst of its shares to a third party (including to any Holder).

22A CATALYST RIGHT TO SELL

(a) If the Company has not completed a Listing or a Deemed Liquidation within two (2) years following the date of the Shareholders' Agreement, Catalyst shall have the right to sell any or all of its shares.

(b) If Catalyst decides to sell any or all of its shares pursuant to Article 22A(a), it shall issue a written notice to the Holders indicating the number of shares it intends to sell. If a Holder wishes to purchase all of the shares that Catalyst wishes to sell, the Holder shall send a written notice to Catalyst within ten (10) Business Days of the date on which the Holder received the initial notice from Catalyst, specifying the price at which the Holder is willing to pay to purchase such shares. Catalyst may, at its sole discretion, elect to accept any or none of such offer(s), or to sell to a third party at any price.

(c) For the avoidance of doubt, the rights under Articles 21 and 22 shall not arise in the event of a sale of shares by Catalyst pursuant to this Article 22A.

23. FOUNDERS SALE LIMITATION

The Founders shall be entitled, subject to this Article 23, to transfer, sell or otherwise dispose of their shares; provided, however, that until the earlier of (a) a Qualified IPO or (b) the sale of all of Catalyst's shares, the Founders shall not transfer, sell or otherwise dispose of more than 25% of their respective shares as of the date of adoption of these Articles unless such transfer, sale or disposition is (i) to a Permitted Transferee, or (ii) pursuant to a M&A Transaction.

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24. DRAG-ALONG/BRING ALONG

(1) Until the consummation of a Listing and notwithstanding anything to the contrary herein, if a Transferor or Transferors (including Catalyst) accept a Third Party Offer pursuant to which the Offeror (together with any person acting in concert with it) would acquire more than 50% of the total shares in issue at a price per share which would result in Catalyst receiving a return on the aggregate amount invested by it in the Company of not less than the Preferred B Liquidation Preference (as defined in these Articles), then within three (3) Business Days of the date on which the Transferor accepts the Third Party Offer, the Offeror may serve a written notice (the "Drag-along Notice") to the other Holders (the "Remaining Shareholders") requiring them to sell to the Offeror all of their shares (the "Drag-along Shares") on the same terms and conditions as the Third Party Offer.

(2) Completion of any transfer pursuant to this Article 24 shall take place at the same time as completion of the transfer of the Transfer Shares. In order to effect such completion, the Transferor shall procure that the Offeror shall pay the purchase price for the Drag-along Shares to the Company and the Remaining Shareholders shall deliver duly executed transfer forms for the Drag-along Shares, together with the relevant share certificates, to the Company. The Company's receipt of the purchase price shall be a good discharge to the Offeror who shall not be bound to see to the application of those moneys. The Company shall hold the purchase price on trust for the Remaining Shareholders without any obligation to pay interest, and shall pay such purchase price to the Remaining Shareholders promptly (and in any event within seven (7) Business Days) following completion of the transfer of the Drag-along Shares to the Offeror.

(3) If a Remaining Shareholder fails to deliver a duly executed transfer form for its Drag-along Shares to the Company by completion of the transfer of the Drag-along Shares, any Director is authorised to execute any transfer documents on behalf of such Remaining Shareholder in order to transfer such Drag-along Shares on behalf of the relevant Remaining Shareholders to the Offeror to the extent that the Offeror has, by completion, put the Company in funds to pay the purchase price. The Directors shall then authorise registration of the transfer once the appropriate stamp duty has been paid. Any defaulting Remaining Shareholder shall surrender its share certificates (or an express indemnity in a form satisfactory to the Offeror in the case of any certificate found to be missing) for its Drag-along Shares to the Company, which the Company shall promptly deliver to the Offeror following completion of the transfer of the relevant Drag-along Shares. On surrender, the relevant Remaining Shareholder shall be entitled to its relevant proportion of the purchase price but shall not be entitled to any interest which may have been earned by the Company on that amount.

25. TRANSMISSION BY LAW; CHANGE TO SHARE CAPITAL

25.1. The executors or administrators of a deceased holder of a share not being a joint holder or, if there are no executors or administrators, the persons beneficially entitled as heirs of the deceased holder of the share and such person only, shall be recognized by the Company as having any title to such share. In the event of the death of one (1) or more joint Holders of Registered Shares, unless otherwise proved to the Company, the surviving Holders, and they alone shall be recognized by the Company as having any title to such shares, provided however that the above shall not release the estate of a deceased joint Holder from any responsibility or indebtedness in accordance with any share jointly held thereby.

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25.2. Any person becoming entitled to a share as a result of the death, liquidation, or bankruptcy of a Shareholder (as the case may be) may, upon producing evidence of his rights as shall be required by the Board of Directors at its exclusive discretion, be registered as the owner of the shares or transfer such shares subject to the provisions of these Articles relating to any transfer of shares.

25.3. A person becoming entitled to a share by reason of the death or bankruptcy of a holder shall not be entitled to receive any dividends or other payments payable in connection with the share, nor shall he be entitled to receive notices relating to the Company’s Meetings or participate therein or vote thereat in respect of such share, and in general he shall not be permitted to exercise any right of a Shareholder until after his registration as Shareholder in connection with such share.

25.4. Subject to the other provisions of these Articles, including Article 39, the Company may from time to time by resolution adopted at a General Meeting increase its authorized share capital (whether or not its then-existing share capital has been fully issued) in shares with a nominal value and with preferred or deferred or other special rights (subject to any special rights in the existing share capital) or subject to any conditions or limitations in connection with dividends, the return of capital, voting, or in connection with any other matter, all as determined at such General Meeting relating to the increase in capital.

25.5. Unless otherwise provided by a resolution adopted at a General Meeting in which the resolution increasing the share capital was adopted, the new shares created by such increased share capital shall be subject to the same provisions applicable to the shares of the original capital existing prior to such increase (in each case in accordance with the class of shares so increased) including all provisions applicable to such capital in respect of the right to title, payment of calls, lien, forfeiture and transfer, including transfer by law.

25.6. Subject to the provisions of the Companies Law and the other provisions of these Articles, the Company may from time to time by resolution adopted at a General Meeting:

25.6.1. Consolidate its share capital or any part thereof and divide it into shares of greater value than its existing shares;

25.6.2. By subdivision of its existing shares, or any of them, divide the whole, or any part, of its share capital into shares of lesser value;

25.6.3. Cancel any authorized share capital which has not been issued, provided that there is no undertaking of the Company, including a contingent undertaking, to issue such share capital; and

25.6.4. Implement a reduction of capital, including by way of distribution pursuant to Section 303 of the Companies Law, provided that, a Court’s approval therefor may be required to be (and if so, has been) obtained.

25.7. If at any time the share capital of the Company is divided into different classes, then:

25.7.1. Subject to Article 39, the Company may, by resolution adopted at a General Meeting, vary the rights, preferences or obligations attached to any class of shares (unless otherwise determined in the terms of issue of the shares of such class) after obtaining a consent in writing of the holders of the majority of the issued and outstanding shares of that class, or with the approval of a resolution duly adopted at a class meeting by holders of a majority of the issued and outstanding shares of such class. Any variation of rights, preferences or obligations attached to more than one class of shares shall require the consent in writing of the holders of the majority of the issued and outstanding shares of all such classes, voting together as one class, or with the approval of a resolution duly adopted at a class meeting of the holders of a majority of the then issued and outstanding shares of all such classes of shares, voting together as one class. The: (i) increase of the authorized or issued share capital of an existing class or series of shares or the issuance of additional shares thereof; and (ii) creation and/or issuance of new classes or series of shares, with rights, preferences or obligations in parity with, superior to or otherwise different from those of an existing class or series of shares, shall not be deemed a change of the rights, preference or obligations of such class or series of shares. Imposing any new restriction, requirement or obligation, not by virtue of law, on a class or series of shares or on the holders thereof shall be deemed a change to the rights attached to such class or series of shares under these Articles.

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25.7.2. Notwithstanding the foregoing, to the maximum extent permitted under applicable law, and unless otherwise explicitly provided by these Articles (including, without limitation, Article 39), all Shareholders of the Company shall vote together as a single class on any matter presented to the Shareholders and all matters shall require the approval by the holders of a majority of the voting power of the Company represented at the meeting of all Shareholders of all classes voting together as a single class, on an as-converted basis, including, without limitation, any amendment to these Articles, or any issuance of securities of the Company.

25.7.3. Where pursuant to the provisions of the Companies Law or the provisions of these Articles, meetings of classes of shares must be held, then the provisions of these Articles relating to the General Meeting shall, mutatis mutandis, apply to such class meetings.

26. CONVENING OF A GENERAL MEETING

26.1. A General Meeting shall be held annually, within no more than fifteen (15) months after the date of the last preceding General Meeting, and at such time and place as designated by the Company in such preceding General Meeting, or at such other time and place as designated by the Board of Directors.

26.2. Notwithstanding Article 26.1 above, the Company may, by a resolution adopted at a General Meeting, determine that it shall not be obliged to hold an annual meeting, except as may be required for the appointment of an auditor. Should such a resolution be adopted, the Company may refrain from holding an annual meeting except as necessary pursuant to Section 61 of the Companies Law.

26.3. The Board of Directors (i) may convene from time to time a Special Meeting at its discretion, and (ii) shall convene a Special Meeting upon receipt of a written notice (the “Special Meeting Notice”) in accordance with Sections 63 and 64 of the Companies Law by a person entitled to deliver such notice under Section 63(a) of the Companies Law (the “Requesting Person”). A Special Meeting Notice shall (i) specify the matters to be addressed at such Special Meeting requested therein (ii) be signed by the person making the request, and (iii) be delivered to the Company.

26.4. The Board of Directors shall convene a Special Meeting pursuant to Article 26.3 within seven (7) days after receipt of a Special Meeting Notice. In the event that the Board of Directors does not convene such requested Special Meeting within such seven (7) day period, any or all of the requesting persons holding at least fifty percent (50%) of the voting power of all requesting persons, and any Director of the Company, may convene such requested Special Meeting themselves in a manner which is as close as possible to the manner in which General Meetings are convened by the Board of Directors, provided that a Meeting so convened shall not be held if to be held later than three (3) months following delivery of the Special Meeting Notice.

26.5. An invitation to a General Meeting shall be delivered to everyone entitled to receive an invitation thereto, participate therein, and vote thereat, no later than seven (7) days prior to the date of the Meeting, and shall set out (i) the time and place of such General Meeting, (ii) the agenda of the General Meeting in reasonable detail, and (iii) in the event of a proposed amendment of these Articles, the proposed amendment. Subject to applicable law, non-receipt of a notice given as aforesaid shall not invalidate any resolution adopted at, or the proceedings held at, that Meeting, provided that the Company delivered such notice in accordance with these Articles.

26.6. A General Meeting may be convened at such time (with or without prior notice), and a resolution may be adopted at such Meeting in such manner, as approved by the Shareholders entitled to participate in such Meeting.

26.7. Anything to the contrary in these Articles notwithstanding, any resolution which may be adopted at a Meeting, shall be deemed adopted if approved by a unanimous written consent of all Shareholders (or all holders of any class of shares in a class meeting) entitled to participate in, and vote at, such Meeting. The provisions of this Article 26.7 shall also apply with respect to meetings of Holders of a class of shares of the Company to the extent a class meeting is required by these Articles or under applicable law.

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26.8. Shareholders may participate in a Meeting by means of a conference telephone call or similar communications equipment by means of which all persons participating in a Meeting can hear each other, and participation in a Meeting pursuant to this Article 26.8 shall constitute presence in person at such Meeting. Shareholders may also vote in writing, by delivery to the Company, prior to a Meeting, of a written notice stating their affirmative or negative vote on an issue to be considered by such Meeting.

26.9. Any Meeting may be held by means of a conference telephone call or similar communication equipment in lieu of a physical meeting; provided that all persons participating in such Meeting can hear each other.

27. POWERS OF THE GENERAL MEETING

Subject to the other provisions of these Articles, resolutions with respect to the following matters may only be adopted at a General Meeting (whether an annual meeting or a Special Meeting):

27.1. Appointment of the Company’s auditor (except for determining auditor’s fees) and termination of auditor’s engagement pursuant to Sections 154-167 of the Companies Law.

27.2. Approval of a related party transaction, to the extent required to be approved by the General Meeting under Sections 255 and 268-275 of the Companies Law.

27.3. Approval of all matters required to be voted upon at a General Meeting pursuant to these Articles or by the Companies Law, including without limitation:

27.3.1. Amendment of these Articles, as provided under Section 20 of the Companies Law.

27.3.2. Merger of the Company into or with any person, company or other entity as set forth in Section 320 of the Companies Law.

27.3.3. Liquidation of the Company, whether voluntarily or by way of application to the Court and/or the liquidation of the Company’s business or activity.

27.3.4. Termination of any authority of any Organ of the Company (as defined in Sections 46 and pursuant to Section 48 of the Companies Law), and any shift of authority among the Organs of the Company.

27.3.5. Assumption of the rights and liabilities of the Board of Directors in the event that the Board of Directors is unable to exercise its powers (as set forth in Section 52(a) of the Companies Law), provided that such Shareholders shall be subject to the duties and liabilities of the members of the Board of Directors in accordance with their respective holdings in the Company, and with the actions taken by such Shareholders, as set forth in Section 50(b) of the Companies Law.

27.3.6. Offer the securities of the Company to the public.

27.3.7. Increase or decrease the Company’s authorized share capital.

27.3.8. Alter the rights of any shares or any class of shares.

28. LEGAL QUORUM

28.1. No resolution may be adopted at any General Meeting unless a legal quorum is present at the commencement of such General Meeting. A legal quorum at any General Meeting shall require that at least two (2) Shareholders holding togetherat least a majority of the then issued and outstanding share capital of the Company (calculated on an as converted basis) be present at a General Meeting personally or by proxy or, if a Shareholder be a corporation, by a representative or proxy.

28.2. If after the lapse of half an hour following the time set for the General Meeting a legal quorum is not present, the Meeting shall be canceled if convened by a request of Shareholder pursuant to Sections 63 and 64 of the Companies Law. In any other event, the General Meeting shall be adjourned/postponed for seven (7) days, to the same day and time and at the same place, or to such other day, time, and place as the Board of Directors shall determine by a notice to the Shareholders entitled to receive invitations to a General Meetings. In the event that at the postponed/adjourned meeting a legal quorum is not present within half an hour, the General Meeting shall be held with any number of participants who may discuss all matters for which the first meeting was convened.

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29. CHAIRMAN OF THE GENERAL MEETING

29.1. The Chairman of the Board of Directors shall preside as Chairman at every General Meeting, if present.

29.2. If the Board of Directors has no Chairman or if at any General Meeting the Chairman is not present, or although present is unable or unwilling to act as Chairman of the Meeting, the Shareholders present, personally or by proxy, shall elect one (1) of the persons present, whether such person is a Shareholder or holds a proxy from a Shareholder, to act as Chairman of the General Meeting.

29.3. The Chairman of a Meeting may, with the consent of Shareholders holding a majority of the then issued and outstanding share capital of the Company (determined on an as converted basis) present at such Meeting at which a legal quorum is present, adjourn the Meeting from time to time and from place to place as the meeting shall resolve and the Chairman shall be obliged to do so if so directed by Shareholders holding a majority of the then issued and outstanding share capital of the Company (determined on an as converted basis) present at such Meeting. If a Meeting is adjourned until a time twenty-one (21) days or more after the time of the original Meeting, notice of such reconvened Meeting shall be given in the same manner in which a notice of such originally convened and adjourned Meeting was given (but in any case in accordance with the provisions of these Articles with respect to notice of Meetings). Subject to the provisions of Article 30.1 below, resolutions relating to matters other than as set forth in the agenda provided in respect of the original Meeting may not be discussed at any Meeting held as the result of the adjournment thereof.

30. AGENDA AT GENERAL MEETING

30.1. Resolutions at the General Meeting shall be adopted only on matters set out in the agenda provided in respect of such Meeting.

30.2. Any Shareholder, which holds at least 5% or more of the Company’s shares capital, may at any time request the Board of Directors to include any given matter in the agenda for a General Meeting to be convened in the future, provided that the matter is suitable for discussion at a General Meeting, as determined by the Board of Directors in its exclusive jurisdiction.

30.3. The Board of Directors may submit for a vote at a General Meeting any resolution in connection with any of the matters specified in the notice for convening such Meeting.

31. VOTES OF SHAREHOLDERS

31.1. Each Shareholder entitled to be present and vote at a General Meeting or meeting of Shareholders holding a class of shares may vote either personally or by proxy.

31.2. The instrument appointing a proxy and/or a power of attorney shall be in force and effect only if such instrument or a copy thereof is deposited at the Registered Office of the Company at least twenty-four (24) hours before the Meeting at which the person named in such instrument proposes to vote.

31.3. The declaration by the Chairman of such Meeting that a certain resolution was adopted unanimously or adopted by a certain majority or rejected, and the recording thereof in the minutes of such General Meeting of the Company, and such Chairman’s signature on the Minutes shall constitute prima facie evidence of that fact.

31.4. Unless another majority is required by the Companies Law or these Articles, and in particular by Article 39 (Protective Provisions), every resolution of the Company to be adopted at a General Meeting shall be deemed duly adopted if adopted by Shareholders present and voting holding a majority of the outstanding shares of capital present at such General Meeting (determined on an as converted basis).

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31.5. The Chairman of a Meeting in which the voting took place shall not be entitled to any additional or casting vote in addition to the vote or votes to which he is entitled (if any) as a Shareholder or as a proxy of a Shareholder.

31.6. At any General Meeting any vote shall be taken by a show of hands, unless before or at the time of pronouncing the results of the voting by show of hands a secret ballot is requested by any Shareholder present at the Meeting personally or by proxy or representative. If no Shareholder requested a secret ballot, the Chairman of the Meeting’s pronouncement that by show of hands a resolution was adopted or adopted unanimously or adopted by a certain majority or rejected, and the recording thereof in the minute book of the General Meetings of the Company will serve as conclusive evidence in the matter of the number of votes or ratio of votes that were recorded for or against the proposed resolution. If a secret ballot is dully requested at a Meeting, it shall be taken forthwith in such manner as the Chairman of such Meeting directs.

31.7. Unless otherwise specifically stipulated in these Articles, all classes of shares of the Company shall vote together (on an as converted basis) as one class on all issues brought before the shareholders of the Company.

32. VOTING BY PROXY

32.1. The instrument appointing a proxy or a power of attorney, whether for a particular Meeting or otherwise, shall be in writing, signed by the appointer or by the person duly authorized for that purpose and shall be as similar to the following form as circumstances allow, or in any other form approved by the Board of Directors:

“To: the Company:

I, _____ of _____, being a Shareholder of your company and entitled to _____ votes hereby appoint _____ of ______ as my proxy to vote for me and on my behalf at the (Annual or Special) Meeting of the Company to be held on the __ day of ______ and at any adjournment thereof.

In witness whereof I have signed this __ day of _____”

32.2. Any person, whether or not a Shareholder of the Company, may be appointed as Proxy.

32.3. Any Shareholder may, by duly executed proxy power of attorney, appoint any other person, whether or not a Shareholder of the Company, to act as his representative in the General Meeting, and such representative shall be entitled to exercise at any Meeting such powers for the Shareholder represented by him as if the representative was the Shareholder personally present at that Meeting.

32.4. An entity being a Shareholder in the Company may in accordance with its organizational documents authorize any person, whether or not he is a Shareholder of the Company, to act as that entity’s representative at any Meeting of the Company, and such representative shall be entitled to exercise all such powers on behalf of the entity represented by him as if he were the Shareholder personally present at that meeting.

32.5. If a proxy or representative has voted in accordance with the terms of his appointment, his vote will be valid, even if his appointment was canceled or the appointor died or the share by virtue of which he voted was transferred before the voting, unless prior thereto a notification in writing of the death, cancellation or transfer as above was received at the Registered Office or by the Chairman of the Meeting.

32.6. A Shareholder of unsound mind or a Shareholder declared to be incapable of voting by a court having jurisdiction in the matter of unsound persons may participate in voting through his committee of guardians or a guardian or any other person appointed by any of them, in each case, in accordance with the provisions of these Articles.

32.7. In the case of two (2) or more holders are registered in the Company’s Register of Shareholders as joint holders of shares they will be liable jointly and severally for any demand or other obligation in connection with such shares. However, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the Shareholders Register.

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32.8. A Shareholder is entitled to vote by a separate proxy with respect to each share held by him, provided that each proxy shall have a separate letter of appointment containing the serial number of share(s) with respect to which such proxy is entitled to vote (to the extent applicable). If a specific share is included by the holder in more than one letter of appointment, that share shall not entitle any of the proxy holders to a vote in respect thereof.

33. REGISTER OF MINUTES OF THE GENERAL MEETINGS

The Company shall prepare minutes of the proceedings of each General Meeting signed by the Chairman of each such Meeting, and they shall be kept at the Registered Office of the Company for a period of at least seven (7) years from the date of each Meeting. The Register of Minutes of the General Meetings shall be available for inspection by the Shareholders and a copy thereof shall be delivered to any Shareholder requesting such copy.

34. NUMBER OF DIRECTORS; APPOINTMENT TO OFFICE

34.1. The Board of Directors shall be comprised of no less than one (1)member and there shall be no maximum number of Directors.

34.2. The Directors of the Company shall be appointed by the holders of the majority of the issued and outstanding shares.

34.3. As long as Catalyst holds at least 5.555% of the total Shares (on a fully diluted basis), and subject to Article 39, Catalyst shall have the right to appoint and maintain in office one (1) Director (the "Catalyst Director") and one (1) non-voting observer to the Board.

35. REMOVAL OF DIRECTOR

35.1. Subject to the provisions of these Articles, the office of a Director shall be vacated in the following events:

35.1.1. If such Director has resigned from office and has delivered a notice thereof to the Company or to the Board of Directors;

35.1.2. If removed from office by the holders of the majority of the issued and outstanding Ordinary Shares or by Catalyst regarding the Catalyst Director;

35.1.3. Upon such Director’s death;

35.1.4. If such Director suspends payment of their debts and become insolvent or if they compound with their creditors and are adjudged bankrupt, or, if a corporation, resolves to enter into voluntary liquidation;

35.1.5. If such Director is pronounced of unsound mind or an incapacitated person;

35.1.6. If convicted of a felony as provided in Section 232 of the Companies Law;

35.1.7. By resolution of a court as provided in Section 233 of the Companies Law; and

35.1.8. If such Director has breached any of its fiduciary duties.

35.2. Each member of the Board of Directors shall serve in office until such member’s appointment is terminated pursuant to these Articles and subject to the Companies Law.

35.3. Any member of the Board of Directors who has ceased to serve in office will be eligible for re-appointment.

36. CONFLICT OF INTEREST

Subject to the Companies Law and these Articles, the Company may enter into any contract or otherwise transact any business with any member of the Board of Directors, whether or not such member has a personal interest, directly or indirectly, in such contract or transaction, and may enter into any contract or otherwise transact any business with any third party, whether or not a member of the Board of Directors has a personal interest, directly or indirectly, in such contract or transaction.

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37. ALTERNATE DIRECTOR

37.1. Subject to the Companies Law, a Director shall be entitled at any time and from time to time to appoint in writing any person who is qualified to serve as a Director, to act as his/her alternate and to terminate the appointment of such person. The alternate director may be a Person who currently serves as a Director or as an alternate director. Any notice given to the Company pursuant to this Article 37.1 shall become effective on the date fixed therein, or upon the delivery thereof to the Company, whichever is later.

37.2. Alternate directors shall be entitled, while holding office, to receive notices of meetings of the Board of Directors and to attend and vote as a director at any meetings at which the appointing director is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of the appointing director, provided, however, that he may not in turn appoint an alternate for himself (unless the instrument appointing him otherwise expressly provides).

37.3. The document appointing an alternate director must be submitted to the Chairman of the Board of Directors no later than at the opening of the first Board meeting to be attended by such alternate director.

37.4. The office of an alternate director shall be vacated under the circumstances, mutatis mutandis, set forth in Article 35.1, and such office shall ipso facto be vacated if the director who appointed such alternate director ceases to be a director.

38. REMUNERATION AND REIMBURSEMENT OF EXPENSES

38.1. The Company shall reimburse the Directors for all reasonable expenses incurred in their services rendered by them to the Company as Directors, as shall be determined from time to time at a General Meeting of the Company in accordance with and subject to the provisions of the Companies Law.

38.2. A Director may be an employee of the Company and/or provide the Company with services for consideration, subject to the provisions of these Articles.

38.3. A Director may fulfill another function or any other paid position in the Company or in any other company in which the Company holds shares or has any other interest, together with his functions as a Director (excluding the position of an auditor) on such terms in respect of remuneration and other matters as the Board of Directors shall determine.

38.4. The Company may reimburse all non-executive Directors for all expenses (including traveling expenses) in accordance with and subject to the provisions of the Companies Law.

39. PROTECTIVE PROVISIONS; PREROGATIVES OF THE BOARD OF DIRECTORS

39.1. Management of the Company’s Affairs. The Board of Directors shall determine and direct the Company’s policy and shall supervise and inspect the performance of the Chief Executive Officer. The Board of Directors shall be entitled to hold the Company’s powers and authorities pursuant to Section 92 of the Companies Law and subject to any applicable law and these Articles, and subject to the regulations that may be adopted by a resolution in a General Meeting (insofar as they do not contradict any applicable law or these Articles). Any regulation adopted in a General Meeting shall not affect the legality of any action taken by the Board of Directors prior to adoption of such regulation if such action was legal and valid at the time taken. The Company’s Chief Executive Officer shall be appointed by a majority of the Directors, and such Chief Executive Officer’s tenure shall be at the discretion of the Board of Directors.

39.2. Board Power; Protective Provisions.

39.2.1. Each Director shall have one vote at any meeting of the Board of Directors.

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39.2.2. Subject to Article 39.2.3 below and any applicable law, resolutions of the Board of Directors shall be adopted by a simple majority of the Directors present and voting at that Meeting.

39.2.3. Catalyst Consent. Notwithstanding the foregoing, at any time prior to consummation of the closing of a QIPO, in addition to any approval requirements under applicable law, the Company and any of its subsidiaries (existing or future, if any) shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, and shall not permit any subsidiary, directly or indirectly by amendment, merger, consolidation or otherwise, without the affirmative vote or written consent of Catalyst or the Catalyst Director take any action which results, directly or indirectly, in the following:

(a) any material change to the nature of the Business (or the business of any Company subsidiary) or commencing any new business by the Company or any Company subsidiary which is not ancillary or incidental to the Business or provided for by the Business Plan;

(b) any significant amendment of or deviation from, any Business Plan;

(c) incurring or committing to incur any capital expenditure by any Group Company in any financial year, which if so incurred would result in the aggregate amount of capital expenditure incurred and any additional amount budgeted to be incurred in such financial year, exceeding 150% of the total capital expenditure amount specified in the annual budget of such Group Company for that financial year as approved by the Board of Directors;

(d) any variation of the rights attached to any shares or other Equity Securities of the Company;

(e) any variation to the terms of any debt instruments of a Group Company; incurring any debt by any Group Company or the giving by a Group Company of any

(f) credit support (including by way of any guarantee, indemnity or security) to secure the liability of any person or assuming the obligations of any person, if as a result of incurring such debt or giving such credit support the sum of the aggregate debts of the Group and the aggregate amount of credit support provided by the Group would exceed 3 times the EBITDA of the Company as shown in its latest audited financial statements;

(g) any Deemed Liquidation;

(h) any acquisition or disposal by a Group Company of any shares with a value in excess of US$5,000,000 (or its equivalent in any other currency), other than an acquisition by a Group Company of shares in another Group Company or a disposal by a Group Company of shares to another Group Company;

(i) any licence of intellectual property rights by a Group Company, other than in the ordinary and usual course of business;

(j) any merger, amalgamation or other corporate reorganisation by a Group Company; any proposal to wind up a Group Company or entering into any other voluntary proceeding seeking liquidation, administration (whether out of court of otherwise), reorganisation, readjustment or other relief under any bankruptcy, insolvency or similar law of the appointment of a trustee, receiver, administrator (whether out of court or otherwise) or a liquidator or similar officer; and

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(k) the consummation of a Listing, other than (i) a Qualified IPO or (ii) any Listing (whether or not a Qualified IPO) on the NASDAQ Stock Market or the New York Stock Exchange.

40. BORROWING/ ISSUING SECURITY

40.1. Subject to the Companies Law and to these Articles, the Board of Directors may in its discretion from time to time and for the requirements of the Company, decide to initiate whatsoever borrowing by the Company and to secure its repayment as it will deem fit.

40.2. The Board of Directors may secure the repayment of such sum or sums, the borrowing of which it has initiated, in such manner and on such terms as it shall deem fit either by mortgage, charge or other security on the Company’s undertakings or on its property, in whole or in part (both existing and future).

41. CHIEF EXECUTIVE OFFICER

41.1. Subject to the provisions of Article 39, the Board of Directors may from time to time, appoint one or more persons, whether or not he or she is a member of the Board of Directors, as Chief Executive Officer of the Company, either for a fixed period of time or without limitation of time, and to determine, from time to time, the remuneration and terms of his employment. The Board of Directors may also, from time to time, (taking into consideration all the terms of the agreement between him/them and the Company) remove him/them from office and appoint another person or persons in his/their place.

41.2. Subject to Article 39, the Board of Directors may, from time to time, delegate to and grant the Chief Executive Officer then in office, one or more of the powers which the Board of Directors is authorized to exercise according to these Articles, as it may deem fit, except for such powers as may not be delegated according to Section 92 of the Companies Law, and may grant such powers for such purpose and needs and for such times and on such conditions, and with such limitations as it may deem fit, and it may grant such powers either in parallel with the powers of the Board of Directors in that area, or in place of all or part thereof and it may, from time to time, cancel, rescind, and change all such powers or any one of them.

41.3. The Chief Executive Officer shall be entitled to attend and to participate in, the deliberations held at General Meetings of the Company and of meetings of the Board of Directors and of its committees, but shall not be entitled to vote thereat unless he is authorized to do so as a Director or Shareholder, as applicable.

42. MEETINGS OF THE BOARD OF DIRECTORS AND THE PROCEEDINGS

42.1. Subject to the Companies Law, the Board of Directors will convene in accordance with the needs of the Company.

42.2. Legal Quorum. The quorum for a meeting of the Board of Directors shall be a majority of the Directors, one of whom must be the Catalyst Investor. The aforesaid shall not apply to any meetings of the Board of Directors that are adjourned only due to the non-participation of the Catalyst Investor which shall only require that a majority of the Directors to be present.

42.3. A meeting of the Board of Directors may take place by means of any form of communication provided that the participating Directors may simultaneously hear and communicate with each other.

42.4. A meeting of the Board of Directors at which a legal quorum is present will be authorized to exercise each and every one of the authorities, powers and discretion vested in the Board of Directors in general or which may be exercised by it at such time, by virtue both of the Companies Law and these Articles.

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42.5. The Chairman of the Board of Directors may, at any time, and in the absence of a Chairman, any Director, may, convene a meeting of the Board of Directors, upon at least two (2) days’ notice prior to the date of such requested meeting.

42.6. A notice in writing at least two (2) days prior to the convening of any meeting of the Board of Directors will be delivered to the members of the Board of Directors; provided however, that the persons entitled to receive such notice may waive such right by written consent (whether before or after such meeting).

42.7. Notices under this Article 42 may be delivered in person or by mail or by facsimile, or by e-mail, or by telephone to the address of a Director, as recorded in the Company’s records.

42.8. Written Consent. The Board of Directors shall be authorized to adopt resolutions without convening a meeting, provided that the resolution in writing is approved in writing by, all members of the Board of Directors or any committee thereof, and shall be valid and shall be deemed for all intents and purposes as if adopted by such members at a duly convened meeting of the Board of Directors or of such committee, as the case may be.

43. CHAIRMAN OF THE BOARD

43.1. The Board of Directors shall elect one of its members as Chairman. The Board of Directors may remove and replace the Chairman from time to time. The Chairman shall preside at meetings of the Board of Directors, but if a Chairman has not been elected, or if at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, the directors present may appoint one of directors present at such meeting to act as Chairman at that meeting.

43.2. In the event that the voting on any resolution is equal, then such proposal shall be deemed rejected and the Chairman of the Board of Directors shall not have an additional or casting vote.

44. COMMITTEES OF THE BOARD OF DIRECTORS

44.1. Subject to the provisions of the Companies Law and these Articles, the Board of Directors may, as it deems proper, set up committees, appoint members thereto from among the members of the Board of Directors and delegate to such committees its powers, in whole or in part. Notwithstanding the foregoing, the Board of Directors shall not delegate any power to any committee on any of the subjects set out in Section 112 of the Companies Law, except by way of recommendation. The Catalyst Director shall have the right to serve on each committee of the Board.

44.2. A resolution adopted or an action taken by any committee appointed by the Board of Directors shall have the same validity as a resolution adopted or an action taken by the Board of Directors, unless otherwise explicitly provided in the resolution of the Board of Directors establishing such committee, whether in particular or in general, or under the Companies Law. The Board of Directors may from time to time, extend, limit or revoke the delegation of power to any committee, provided however, that such limitation or revocation of power shall not affect the validity of any resolution with respect to any third party that acted in good faith in reliance of such resolution without knowing of such limitation or revocation.

44.3. The provisions of these Articles relating to the convening of the Board of Directors, the proceedings thereat, and restrictions on certain actions of the Board of Directors, as set forth in Articles 42, shall apply, mutatis mutandis, to the committees of the Board of Directors.

45. MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS AND THE DIRECTORS COMMITTEES

45.1. The appropriate officers of the Company shall prepare minutes of the proceedings of, and resolutions adopted at, the meetings of the Board of Directors and any committee thereof, and will keep them at the Company’s Registered Office for a period of at least seven (7) years following the date of each Meeting.

45.2. Minutes approved and signed by the Chairman of a meeting of the Board of Directors or by the Chairman of the Board of Directors shall constitute prima facie evidence of its contents.

31 

46. VALIDITY OF ACTS DESPITE DEFECTS

Subject to the provisions of the Companies Law, all acts done bona fide at any meeting of the Board of Directors, or of a committee of the Board of Directors, or by any person(s) acting as Director(s), shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of the participants in such meetings or any of them or any person(s) acting as aforesaid, or that they or any of them were disqualified, be as valid as if there were no such defect or disqualification.

47. INSURANCE AND INDEMNIFICATION

47.1. Subject to the Companies Law, the Company may exempt an Office Holder (as such term is defined in the Companies Law) from such Office Holder’s liability to the Company caused as a result of a breach of duty of care owed to the Company by such Office Holder, upon such terms and conditions as may be determined from time to time by the Board of Directors.

47.2. Subject to the Companies Law, the Company may indemnify an Office Holder with respect to any of the following:

47.2.1. A monetary liability imposed on such Office Holder, or incurred by such Office Holder, in favor of a third party in any judgment, including any settlement confirmed as judgment and an arbitrator’s award which has been confirmed by court, in respect of an act performed by such Office Holder in its capacity as an Office Holder of the Company;

47.2.2. Reasonable litigation expenses, including legal fees paid for by the Office Holder, due to investigation or proceeding brought against such Office Holder by authority authorized to hold such investigation or bring such proceeding, in which such Office Holder is not indicted and is not fined (as an alternative to a criminal proceeding), or in which such Office Holder is not indicted but fined (as an alternative to a no fault criminal proceeding), provided that the alleged criminal offense in question does not require proof of criminal intent all in respect of an act performed by the Office Holder by virtue of the Office Holder being an Office Holder of the company.

47.2.3. A payment to an injured party as set forth in Section 52(54)(a)(1) of the Israeli Securities Law.

47.2.4. Reasonable litigation expenses, including legal fees paid for by the Office Holder, or which such Office Holder is obligated to pay under a court order, in a proceeding brought against such Office Holder by the Company, or on its behalf, or by a third party, or in a criminal proceeding in which such Office Holder is found not guilty or in a no fault criminal charge (as defined in Section 260(A)(1A) of the Companies Laws) or in a criminal proceeding, even if such Office Holder is found guilty of an offense that does not require proof of criminal intent, in each case, with respect to an act performed by such Office Holder in its capacity as an Office Holder of the Company or in connection with a financial sanction.

47.2.5. A payment which an Office Holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, and expenses that the Office Holder incurred in connection with a proceeding under Chapters H'3, H'4, or I'1 of the Securities Law, including reasonable legal expenses, which term includes attorney fees.

47.2.6. Expenses as set forth in Section 50(16)(b)(1) of the Israeli Antitrust Law, 1988, including reasonable legal expenses, which term includes attorney fees.

47.2.7. Any other event, occurrence or circumstances in respect of which the Company may lawfully indemnify an Officer of the Company.

47.3. Subject to the Companies Law, the Company may procure, for the benefit of any of its Office Holders, Office Holders’ liability insurance with respect to any of the following:

47.3.1. A breach of the duty of care owed to the Company or any other Person;

47.3.2. A breach of the fiduciary duty owed to the Company, provided that such Office Holder acted in good faith and had reasonable grounds to assume that the action would not injure the Company;

47.3.3. A monetary liability imposed on such Office Holder in favor of a third party, in respect of an act performed by such Office Holder in its capacity as an Office Holder of the Company;

32 

47.3.4. A payment which an Office Holder is obligated to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, and expenses that the Office Holder incurred in connection with a proceeding under Chapters H'3, H'4, or I'1 of the Securities Law, expenses as set forth in Section 50(16)(b)(1) of the Israeli Antitrust Law, 1988, and including in each case reasonable legal expenses, which term includes attorney fees; and

47.3.5. any other circumstances arising under the law with respect to which the Company may, or will be able to, insure an Officer of the Company.

47.4. Subject to the Companies Law, the Company may undertake to indemnify Office Holders as aforesaid: (i) prospectively, for any of the following: (a) as set forth in Article 47.2.1, provided, however, that the undertaking is limited to events which in the opinion of the Board of Directors are foreseen in light of the actual activity of the Company when the undertaking to indemnify is given, and to an amount or criteria set by the Board of Directors as reasonable under the circumstances, and that the undertaking to indemnify shall specify such events and amount or criteria, or (b) as set forth in Articles 47.2.2 or 47.2.3; and (ii) retroactively.

48. SIGNATORY RIGHTS

Subject to the provisions of the Companies Law and Article 39, the Board of Directors may authorize any person to act and sign on behalf of the Company, whether individually or jointly with another person, whether generally or for a specific purpose.

49. RESERVE FUND, DIVIDENDS, BONUS SHARES

49.1. The Board of Directors may, before making any decision on the distribution of any dividend in respect of any financial year, set aside out of the profits of the Company, such sums as the Board of Directors may deem proper as a reserve fund or a general fund for any needs and purposes which the Board of Directors may determine at its discretion.

49.2. Subject to the provisions of the Companies Law and Article 39, the Board of Directors may adopt a resolution for the distribution of a dividend. The Board of Directors may also resolve that the dividend may be paid in whole or in part, either in cash or in kind by way of distribution of other assets, including securities or in any other way at its discretion.

49.3. No dividend shall be payable except out of the profits of the Company and no dividend shall carry interest as against the Company.

49.4. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of the transfer unless another instruction has been issued to the Company signed by the transferor and the transferee.

49.5. Except in the event where the requesting Shareholder has instructed otherwise, any dividend may be paid to such Shareholder by a crossed cheque sent by registered mail to the address of such Shareholder or of the person entitled to receive it, or in the case of joint owners, to the person first mentioned in the Register of the Shareholders in respect of the joint ownership. Every such cheque shall be drawn in favor of the person to whom it is mailed. The Company will not be liable or responsible in respect of any cheque lost in the mail, or in respect of any dividend lost by any Shareholder or any person entitled thereto, as a result of forged endorsement of any cheque, any fraudulent collection or by any other improper collection thereof.

49.6. The Shareholders entitled to a dividend shall be the Shareholders on the date on which the resolution for the distribution of the dividend is adopted, or at a later date if such later date was specified in such resolution.

49.7. The Board of Directors may invest unclaimed dividends within a year after they have been declared, or use them for the benefit of the Company until such time as they are demanded.

50. FINANCIAL STATEMENTS; COMPANY'S AUDITOR

50.1. The Company shall operate books of account and will prepare in respect of each year, statements which shall include a balance sheet as at December 31st (the “Determining Date”) and a profit and loss account for the year ending on that date as well as any additional financial statements as may be required in accordance with generally accepted accounting principles. The financial statements shall be approved by the Board of Directors. The financial statements shall be prepared within nine (9) months of each Determining Date.

33 

50.2. The financial statements shall be kept at the Registered Office for at least seven (7) years following the date of their preparation and will be available for the inspection of the members of the Board of Directors of the Company in office at that time.

50.3. Not less than once each year, the Directors shall submit to the General Meeting a financial statement including the balance sheet and a profit and loss account, prepared according to generally accepted principles of accounting for the period commencing on the date after the date of the previous financial statements; accompanied with a report prepared by the Directors and the auditors of the Company, relating to the state of affairs of the Company and the amount (if any) which they recommend to be paid as a final dividend, and the amount (if any) they recommend to be transferred to the Company’s reserves.

50.4. Subject to the provisions of the Companies Law and Article 39, in any Annual Meeting, an auditor shall be appointed to serve in office until the conclusion of the next succeeding Annual Meeting or for a longer period so long as such longer term does not exceed the conclusion of the third Annual Meeting after the Annual Meeting at which such auditor was first appointed.

50.5. Subject to the provisions of the Companies Law and Article 39, the remuneration of the auditor for performing the audit services shall be determined by the Board of Directors.

51. NOTICES

51.1. Subject to other provisions in these Articles and to any requirements according to the Companies Law published and/or to be published by the Ministry of Justice in relation to the serving of notices by the Company to its Shareholders, the following provisions will apply:

51.2. The Company may serve a notice to any Shareholder to the address recorded in the Shareholders Register, or by sending it to the facsimile or e-mail recorded in the Shareholders Register, and such notice shall be effective (i) if mailed, five (5) business days (and seven (7) business days for international mail) after mailing, (ii) if sent by messenger or delivered by hand, upon delivery, (iii) if sent via facsimile or e-mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt (provided however that any notice change of address shall only be valid upon receipt), and (iv) one (1) business day (and three (3) business days for international mail) after the business day of deposit with Federal Express or similar overnight courier, freight prepaid.

52. CONFLICTING PROVISIONS

52.1. These Articles shall amend and supersede any previously adopted Articles of Association of the Company, and any such previous Articles of Association shall be null and void, and shall have no force and effect.

52.2. In the event that a Hebrew version of these Articles is filed with any regulatory or governmental agency, including the Israeli Registrar of Companies, then whether or not such Hebrew version contains signatures of shareholders, such Hebrew version shall be considered solely as a convenience translation and shall have no binding effect, as between the shareholders of the Company and with respect to any third party. The English version shall be the only binding version of these Articles, and in the event of any contradiction or inconsistency between the meaning of the English version and the meaning of the Hebrew version, the Hebrew version shall be disregarded, shall have no binding effect and shall have no impact on the interpretation of these Articles.

53. AMENDMENT OF THESE ARTICLES

53.1. Subject to applicable law and to Article 39, these Articles may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively), by resolution adopted by the Holders of the majority of the issued and outstanding Preferred Shares and Ordinary Shares, voting together as a single class on an as converted basis, except as otherwise provided in the Companies Law.

34 

53.2. Any amendment to these Articles will become effective on the date of the resolution adopting such amendment, unless the Companies Law or said resolution provides that such amendment will come into force at a later time.

53.3. Notwithstanding the foregoing:

53.3.1. any right granted specifically to Catalyst (by name) may not be amended or terminated, or the observance of any specific term of these Articles may not be waived, without, in addition to the requirement set forth in Article 39 (if applicable), the written consent of Catalyst, unless such right has expired in accordance with its term (each, a “Specific Right”);

53.3.2. any right granted to the holders of certain majority may not be amended or terminated or the observance of any specific term of these Articles granted to such majority may not be waived, without the written consent of the holders of such majority;

53.3.3. any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; and

53.3.4. any right or obligation applicable to the Founders may not be amended, terminated or waived without the prior written consent of Founders holding a majority of the outstanding Ordinary Shares held by all Founders.

53.4. It is hereby clarified that, in the event that each of holder of Preferred Shares completes a Transfer of: (i) all of the Shares held by each such holder, any Specific Rights granted to such holder under these Articles shall be deemed to have been transferred along with the transferred Shares to any future holder of such Shares (the “Purchaser”), such that the person underlying each Specific Right shall automatically and without the need of any further action by the Company, the Shareholders or any other person, be deemed to be replaced by the Purchaser, or any other person holding the Shares at any such time, (ii) solely a portion of the Shares held by such holder of Preferred Shares (but not all of the Shares hold by it), such holder may (but shall not be obliged to) transfer some or all of the Specific Rights ascribed to him under these Articles.

54. EXCLUDED OPPORTUNITIES

To the fullest extent permitted by law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, or in being informed about, an Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (i) any director of the Company who is not an employee of the Company or any of its subsidiaries, or (ii) any holder of Preferred Shares or any affiliate, partner, member, director, Shareholder, employee, agent or other related person of any such holder, other than someone who is an employee of the Company or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Company.

********************

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EX-3.3

Exhibit 3.3

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

ENDURANCE ACQUISITION CORP.

(Adopted by Special Resolution dated 14 September 2021)

 

Filed: 15-Sep-2021 10:37 EST

Auth Code: G11798412247

www.verify.gov.ky File#: 374833

i

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

ENDURANCE ACQUISITION CORP.

(Adopted by Special Resolution dated 14 September 2021)

1. The name of the Company is Endurance Acquisition Corp.

2. The registered office of the Company will be situated at the offices of Appleby Global Services (Cayman) Limited, 71 Fort Street, PO Box 500, Grand Cayman, Cayman Islands, KY1-1106 or at such other place in the Cayman Islands as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object that is not prohibited by the laws of the Cayman Islands.

4. The liability of each Member is limited to the amount, if any, unpaid on such Member’s shares.

5. The share capital of the Company is US$22,200.00 divided into 200,000,000 Class A ordinary shares of a par value of US$0.0001 each, 20,000,000 Class B ordinary shares of a par value of US$0.0001 each and 2,000,000 preference shares of a par value of US$0.0001 each.

6. The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalised terms that are not defined in this Memorandum of Association bear the respective meanings given to them in the Articles of Association of the Company.

 

Filed: 15-Sep-2021 10:37 EST

Auth Code: G11798412247

www.verify.gov.ky File#: 374833

ii

THE COMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

ENDURANCE ACQUISITION CORP.

(Adopted by Special Resolution dated 14 September 2021)

1.       INTERPRETATION

1.1 In the Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

Advisory Board: means the advisory board comprised of one or more Persons appointed by the board of Directors of the Company pursuant to the Articles;

Affiliate: means, with respect to a Person, any other person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person, and (a) in the case of a natural person, shall include such Person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, or a corporation, a company, a partnership or other entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a corporation, a company, a partnership or other entity which directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such entity. The term Affiliated has meaning correlative to the foregoing;

Applicable Law: means, with respect to any Person, all applicable provisions of all constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, and any orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority;

 

Filed: 15-Sep-2021 10:37 EST

Auth Code: G11798412247

www.verify.gov.ky File#: 374833

1

Articles: means these articles of association of the Company;

Audit Committee: means the audit committee of the board of Directors of the Company formed pursuant to the Articles;

Auditor: means the Person for the time being performing the duties of auditor of the Company (if any);

Business Combination: means a merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or assets (the target business), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses or assets with a fair market value equal to at least 80 per cent of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of signing the definitive agreement to enter into such Business Combination; and (b) must not be effectuated solely with another blank cheque company or a similar company with nominal operations;

Class or Classes: means any class or classes of Shares as may from time to time be issued by the Company;

Class A Share: means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company;

Class B Share: means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company;

Class B Share Conversion: means the conversion of Class B Shares in accordance with Article 18;

Company: means the above named company;

Compensation Committee: means the compensation committee of the board of Directors of the Company established pursuant to the Articles;

Control: means with respect to a Person, the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty per cent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms Controlled and Controlling have meanings correlative to the foregoing;

 

Filed: 15-Sep-2021 10:37 EST

Auth Code: G11798412247

www.verify.gov.ky File#: 374833

2

Designated Stock Exchange: means any national securities exchange or automated system on which the Company’s securities are traded, including The New York Stock Exchange, the NASDAQ Capital Market or any over-the-counter (OTC) market;

Directors: means the directors for the time being of the Company;

Dividend: means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles;

Electronic Record: has the same meaning as in the Electronic Transactions Act;

Electronic Transactions Act: means the Electronic Transactions Act (2003 Revision) of the Cayman Islands;

Equity-linked Securities: means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt;

Founders: means the Sponsor and all Members immediately prior to the consummation of the IPO;

Governmental Authority: means any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, tribunal, government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organisation;

Indemnified Person: has the meaning ascribed to such term in Article 49.1;

Initial Conversion Ratio: has the meaning ascribed to such term in Article 18.1;

Investor Group: means the Sponsor and its Affiliates, successors and assigns;

IPO: means the Company’s initial public offering of securities;

IPO Redemption: has the meaning given to it in Article 54.5;

 

Filed: 15-Sep-2021 10:37 EST

Auth Code: G11798412247

www.verify.gov.ky File#: 374833

3

Management: has the meaning given to it in Article 55.1;

Member: has the same meaning as in the Statute;

Memorandum: means the memorandum of association of the Company;

Nominating and Corporate Governance Committee: means the nominating and corporate governance committee of the board of Directors of the Company established pursuant to the Articles;

Ordinary Resolution: means a resolution:

(a) passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

Ordinary Shares: means together the Class A Shares and Class B Shares;

Over-Allotment Option: means the option of the Underwriter to purchase up to an additional 15 per cent of the units sold in the IPO;

Person: means any individual, corporation, company, limited liability company, partnership, limited partnership, proprietorship, association, joint venture, institution, public benefit corporation, firm, trust, estate or other enterprise or entity (whether or not having a separate legal personality) or Governmental Authority or any of them as the context so requires, other than in respect of a Director or officer of the Company in which circumstances Person shall mean any individual or entity permitted to act as such in accordance with the laws of the Cayman Islands;

Preference Share: means a preference share of a par value of US$0.0001 in the share capital of the Company;

Public Share: means a Class A Share issued as part of the units issued in the IPO;

Redemption Limitation: has the meaning given to it in Article 54.4;

Redemption Price: has the meaning given to it in Article 54.5;

 

Filed: 15-Sep-2021 10:37 EST

Auth Code: G11798412247

www.verify.gov.ky File#: 374833

4

Register of Members: means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members;

Registered Office: means the registered office for the time being of the Company;

Seal: means the common seal of the Company and includes every duplicate seal;

SEC: means the United States Securities and Exchange Commission;

Series: means a series of a Class as may from time to time be issued by the Company;

Share: means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company;

Share Premium Account: means the share premium account established in accordance with the Articles and the Statute;

Special Resolution: means a special resolution of the Company passed in accordance with the Statute, being a resolution:

(a) passed by a majority of not less than two-thirds (or, prior to the closing of a Business Combination, with respect to amending Article 31.2, a majority of at least 90 per cent) of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

(b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

Sponsor: means Endurance Antarctica Partners, LLC;

Statute: means the Companies Act (2021 Revision) of the Cayman Islands;

Subscriber: means the subscriber to the Memorandum;

Treasury Share: means a Share held in the name of the Company as a treasury share in accordance with the Statute;

 

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Trust Account: means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of the private placement of the warrants simultaneously with the closing date of the IPO, will be deposited;

Underwriter: means an underwriter of the IPO from time to time and any successor underwriter; and

US Exchange Act: means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.

1.2 In these Articles:

(a) words importing the singular number include the plural number and vice versa;

(b) words importing the masculine gender include the feminine gender;

(c) words importing persons include corporations and any other legal or natural persons;

(d) “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

(e) “shall” shall be construed as imperative and “may” shall be construed as permissive;

(f) references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced;

(g) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h) the term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respects qualifies or modifies the use of the terms “and” or “or” in others. The term “or” shall not be interpreted to be exclusive and the term “and” shall not be interpreted to require the conjunctive (in each case, unless the context otherwise requires);

(i) headings are inserted for reference only and shall be ignored in construing the Articles;

(j) any requirements as to delivery under the Articles include delivery in the form of an Electronic Record;

 

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(k) any requirements as to execution or signature under the Articles including the execution of the Articles themselves can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;

(l) sections 8 and 19(3) of the Electronic Transactions Act shall not apply;

(m) the term “clear days” in relation to the period of a notice means that period excluding the day when the notice is received or deemed to be received and the day for which it is given or on which it is to take effect;

(n) the term “holder” in relation to a Share means a Person whose name is entered in the Register of Members as the holder of such Share;

(o) reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular case; and

(p) reference to a dollar or dollars or USD or US$ or $ and to a cent or cents is reference to dollars and cents of the United States of America.

2. COMMENCEMENT OF BUSINESS

2.1 The business of the Company may be commenced as soon after incorporation of the Company as the Directors shall see fit.

2.2 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

3.       ISSUE OF SHARES AND OTHER SECURITIES

3.1 Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in general meeting) and, where applicable, the rules and regulations of the Designated Stock Exchange, the SEC and/or any other competent regulatory authority or otherwise under Applicable Law, and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to Dividends or other distributions, voting, return of capital or otherwise and to such Persons, at such times and on such other terms as they think proper, and may also (subject to the Statute and the Articles) vary such rights, save that the Directors shall not allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) to the extent that it may affect the ability of the Company to carry out a Class B Share Conversion set out in the Articles.

 

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3.2 The Company may issue rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine and for such purposes the Directors may reserve an appropriate number of Shares for the time being unissued.

3.3 The Company may issue units of securities in the Company, which may be comprised of whole or fractional Shares, rights, options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of Shares or other securities in the Company, upon such terms as the Directors may from time to time determine and for such purposes the Directors may reserve an appropriate number of Shares for the time being unissued. The securities comprising any such units which are issued pursuant to the IPO can only be traded separately from one another on the 52nd day following the date of the prospectus relating to the IPO (or, if such date is not a business day, the following business day) unless the Underwriter determines that an earlier date is acceptable, subject to the Company having filed a current report on Form 8-K with the SEC and a press release announcing when such separate trading will begin. Prior to such date, the units can be traded, but the securities comprising such units cannot be traded separately from one another.

3.4 The Company shall not issue Shares to bearer.

3.5 Subject to Article 10, the Directors, or the Members by Ordinary Resolution, may authorise the division of Shares into any number of Classes and sub-classes and Series and sub-series and the different Classes and sub-classes and Series and sub-series shall be authorised, established and designated (or re-designated as the case may be) and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes and Series (if any) may be fixed and determined by the Directors or the Members by Ordinary Resolution.

3.6 The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for any reason or for no reason.

3.7 The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same class is issued to or acquired by the same Member such fractions shall be accumulated.

 

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4.       REGISTER OF MEMBERS

4.1 The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute.

4.2 The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Statute. The Directors may also determine which register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time.

5.       CLOSING OF REGISTER OF MEMBERS OR FIXING RECORD DATE

5.1 For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may, by any means in accordance with the requirements of the Designated Stock Exchange, provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed forty days.

5.2 In lieu of, or apart from, closing the Register of Members, the Directors may fix in advance or arrears a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any Dividend or other distribution, or in order to make a determination of Members for any other purpose.

5.3 If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend or other distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Directors resolving to pay such Dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

6.       CERTIFICATES FOR SHARES

6.1 A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other Person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to the Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

 

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6.2 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one Person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

6.3 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

6.4 Every share certificate sent in accordance with the Articles will be sent at the risk of the Member or other Person entitled to the certificate. The Company will not be responsible for any share certificate lost or delayed in the course of delivery.

6.5 Every share certificate of the Company shall bear legends required under Applicable Law, including the US Exchange Act.

7.       TRANSFER OF SHARES

7.1 Subject to the Articles and the rules or regulations of the Designated Stock Exchange or any relevant rules of the SEC or securities laws (including, but not limited to the US Exchange Act), a Member may transfer all or any of his or her Shares by an instrument of transfer.

7.2 The instrument of transfer of any Share shall be in (a) writing in any usual or common form, (b) such form as is prescribed by the Designated Stock Exchange or any relevant rules of the SEC or securities laws, or (c) any other form as the Directors may approve, and shall be executed by or on behalf of the transferor (and if in respect of a nil or partly paid up Share or the Directors so require, signed by or on behalf of the transferee) and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members in respect of the relevant Share.

7.3 Subject to the terms of issue thereof and the rules or regulations of the Designated Stock Exchange or any relevant rules of the SEC or securities laws (including, but not limited to the US Exchange Act), the Directors may determine to decline to register any transfer of Shares without assigning any reason therefor. If the Shares in question were issued in conjunction with rights, options, units or warrants issued pursuant to the Articles on terms that one cannot be transferred without the other, the Directors shall refuse to register the transfer of any such Share without evidence satisfactory to them of the like transfer of such rights, option, unit or warrant.

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7.4 The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine.

7.5 All instruments of transfer that are registered shall be retained by the Company, but any instrument of transfer that the Directors decline to register shall (except in any case of fraud) be returned to the Person depositing the same

8.       REDEMPTION, REPURCHASE AND SURRENDER OF SHARES

8.1 Subject to the provisions of the Statute and the rules of the Designated Stock Exchange, the Company may:

(a) issue Shares that are to be redeemed or are liable to be redeemed at the option of the Member or the Company in such manner and upon such other terms as the Directors may determine before the issuance of the Shares; and

(b) purchase its own Shares (including any redeemable Shares) in such manner and on such other terms as the Directors may determine and agree with the relevant Member.

8.2 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

8.3 With respect to redeeming or repurchasing the Shares:

(a) Members who hold Public Shares are entitled to request the redemption of such Shares in the circumstances described in Article 54; and

(b) Public Shares shall be repurchased by way of tender offer in the circumstances set out in Article 54.

8.4 The redemptions and repurchases of Shares in the circumstances described in Article 8.3 above shall not require further approval of the Members.

8.5 Class B Shares held by the Sponsor shall be surrendered by the Sponsor on a pro rata basis for no consideration to the extent that the Over-Allotment Option is not exercised in full so that the number of issued Class B Shares will equal 20 per cent of the Company’s issued Ordinary Shares after the IPO (exclusive of any Class A Shares purchased in a private placement simultaneously with the IPO).

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8.6 Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

8.7 The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.

8.8 The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure.

8.9 The Directors may accept the surrender for no consideration of any fully paid Share (including any redeemable share).

9.       TREASURY SHARES

9.1 The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share.

9.2 The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

9.3 No Dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company's assets (including any distribution of assets to Members on a winding up) may be declared or paid in respect of a Treasury Share.

9.4 The Company shall be entered in the Register of Members as the holder of the Treasury Shares provided that:

(a) the Company shall not be treated as a Member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void; and

(b) a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued Shares at any given time, whether for the purposes of the Articles or the Statute, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect of a Treasury Share shall be treated as Treasury Shares.

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10.       VARIATION OF SHARE RIGHTS

10.1 If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound up, be varied without the consent of the holders of the issued Shares of that class where such variation is considered by the Directors not to have a material adverse effect upon such rights; otherwise, any such variation shall be made only with the consent in writing of the holders of not less than two-thirds of the issued Shares of that class, or with the approval of a resolution passed by a majority of not less than two-thirds of the votes cast at a separate meeting of the holders of the Shares of that class (other than with respect to a waiver of the provisions of the Article in respect of Class B Share Conversion hereof, which as stated therein shall only require the consent in writing of the holders of a majority of the issued Shares of that class). For the avoidance of doubt, the Directors reserve the right, notwithstanding that any such variation may not have a material adverse effect, to obtain consent from the holders of Shares of the relevant class. To any such meeting all the provisions of the Articles relating to general meetings shall apply mutatis mutandis, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third of the issued Shares of the class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Members who are present shall form a quorum) and that any holder of Shares of the class present in person or by proxy may demand a poll.

10.2 For the purposes of a separate class meeting, the Directors may treat two or more or all the classes of Shares as forming one class of Shares if the Directors consider that such class of Shares would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate classes of Shares.

10.3 The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or Shares issued with preferred or other rights, any variation of the rights conferred upon the holders of Shares of any other Class, or the redemption or purchase of any Shares of any Class by the Company.

11. COMMISSION ON SALES OF SHARES

The Company may, in so far as the Statute permits, pay a commission to any Person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

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12. NON-RECOGNITION OF TRUSTS

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

13. LIEN ON SHARES

13.1 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other Person, whether a Member or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company's lien thereon. The Company's lien on a Share shall also extend to any amount payable in respect of that Share.

13.2 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been received or deemed to have been received by the holder of the Shares, or to the Person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

13.3 To give effect to any such sale the Directors may authorise any Person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company's power of sale under the Articles.

13.4 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any balance shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the Person entitled to the Shares at the date of the sale.

 

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14.       CALLS ON SHARES

14.1 Subject to the terms of the allotment and issue of any Shares, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Member shall (subject to receiving at least fourteen clear days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed, in whole or in part, as the Directors may determine. A call may be required to be paid by instalments. A Person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

14.2 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

14.3 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

14.4 If a call remains unpaid after it has become due and payable, the Person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine (and in addition all expenses that have been incurred by the Company by reason of such non-payment), but the Directors may waive payment of the interest or expenses wholly or in part.

14.5 An amount payable in respect of a Share on issue or allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of the Articles shall apply as if that amount had become due and payable by virtue of a call.

14.6 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

14.7 The Directors may, if they think fit, receive an amount from any Member willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Member paying such amount in advance.

14.8 No such amount paid in advance of calls shall entitle the Member paying such amount to any portion of a Dividend or other distribution payable in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

15.       FORFEITURE OF SHARES

15.1 If a call or instalment of a call remains unpaid after it has become due and payable the Directors may give to the Person from whom it is due not less than fourteen clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any expenses incurred by the Company by reason of such non-payment. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

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15.2 If the notice is not complied with, any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all Dividends, other distributions or other monies payable in respect of the forfeited Share and not paid before the forfeiture.

15.3 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any Person the Directors may authorise some Person to execute an instrument of transfer of the Share in favour of that Person.

15.4 A Person any of whose Shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as the Directors may determine, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

15.5 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all Persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the Person to whom the Share is sold or otherwise disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

15.6 The provisions of the Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

16.       TRANSMISSION OF SHARES

16.1 If a Member dies, the survivor or survivors (where he was a joint holder), or his legal personal representatives (where he was a sole holder), shall be the only Persons recognised by the Company as having any title to his Shares. The estate of a deceased Member is not thereby released from any liability in respect of any Share, for which he was a joint or sole holder.

 

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16.2 Any Person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may be required by the Directors, elect, by a notice in writing sent by him to the Company, either to become the holder of such Share or to have some Person nominated by him registered as the holder of such Share. If he elects to have another Person registered as the holder of such Share he shall sign an instrument of transfer of that Share to that Person. The Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be.

16.3 A Person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of a Member (or in any other case than by transfer) shall be entitled to the same Dividends, other distributions and other advantages to which he would be entitled if he were the holder of such Share. However, he shall not, before becoming a Member in respect of a Share, be entitled in respect of it to exercise any right conferred by membership in relation to general meetings of the Company and the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to have some Person nominated by him be registered as the holder of the Share (but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the relevant Member before his death or bankruptcy or liquidation or dissolution or any other case than by transfer, as the case may be). If the notice is not complied with within ninety days of being received or deemed to be received (as determined pursuant to the Articles) the Directors may thereafter withhold payment of all Dividends, other distributions, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

17. SHARE RIGHTS

With the exception that the holder of a Class B Share shall have the conversion rights referred to in Article 18 and the Director appointment and removal rights referred to in Article 31.2 and except as otherwise specified in the Articles or required by law, the rights attaching to all Class A Shares and Class B Shares shall rank pari passu in all respects, and the Class A Shares and Class B Shares shall vote together as a single class on all matters.

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18. CLASS B SHARE CONVERSION

18.1 Class B Shares shall automatically convert into Class A Shares on a one-for-one basis (the Initial Conversion Ratio): (a) at any time and from time to time at the option of the holder thereof; and (b) automatically at the time of the closing of the initial Business Combination.

18.2 Notwithstanding the Initial Conversion Ratio, in the case that additional Class A Shares or any Equity-linked Securities are issued or deemed issued by the Company in excess of the amounts issued in the IPO and related to the closing of the initial Business Combination, the ratio at which the Class B Shares will convert into Class A Shares will be adjusted so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20 per cent of the sum of: (a) the total number of Class A Shares and Class B Shares in issue upon completion of the IPO, plus (b) the total number of Class A Shares issued or deemed issued or issuable upon conversion or exercise of any Equity-linked Securities or rights issued, or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A Shares or Equity-linked Securities exercisable for or convertible into Class A Shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor, its Affiliates or any Director or officer of the Company upon conversion of working capital loans made to the Company.

18.3 Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in Article 10.

18.4 The foregoing conversion ratio shall also be adjusted to account for any share capitalisations, subdivision (by share split, subdivision, exchange, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of shares occurring after the original filing of the Articles without a proportionate and corresponding share capitalisation, subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.

18.5 Each Class B Share shall convert into its pro rata number of Class A Shares pursuant to this Article. The pro rata share for each holder of Class B Shares will be determined as follows: each Class B Share shall convert into such number of Class A Shares as is equal to the product of 1 multiplied by a fraction, the numerator of which shall be the total number of Class A Shares into which all of the Class B Shares in issue shall be converted pursuant to this Article and the denominator of which shall be the total number of Class B Shares in issue at the time of conversion.

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18.6 References in this Article to converted, conversion or exchange shall mean the compulsory redemption without notice of Class B Shares of any Member and, on behalf of such Members, automatic application of such redemption proceeds in paying for such new Class A Shares into which the Class B Shares have been converted or exchanged at a price per Class B Share necessary to give effect to a conversion or exchange calculated on the basis that the Class A Shares to be issued as part of the conversion or exchange will be issued at par. The Class A Shares to be issued on an exchange or conversion shall be registered in the name of such Member or in such name as the Member may direct.

18.7 Notwithstanding anything to the contrary in this Article, in no event may any Class B Share convert into Class A Shares at a ratio that is less than one-for-one.

19.       AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND ALTERATION OF CAPITAL

19.1 The Company may by Ordinary Resolution:

(a) increase its share capital by such sum to be divided into Shares of such classes and amount and with such rights, priorities and privileges annexed thereto as the Ordinary Resolution shall prescribe;

(b) consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

(c) convert all or any of its paid-up Shares into stock, and reconvert that stock into paid-up Shares of any denomination;

(d) by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

(e) cancel any Shares that at the date of the passing of the Ordinary Resolution have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the Shares so cancelled.

19.2 All new Shares created in accordance with the provisions of the preceding Article shall be subject to the same provisions of the Articles with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the Shares in the original share capital.

19.3 Subject to the provisions of the Statute, the provisions of the Articles as regards the matters to be dealt with by Ordinary Resolution and Article 54, the Company may by Special Resolution:

 

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(a) change its name;

(b) alter or add to the Articles (subject to the definition of “Special Resolution”, Article 31.4 and Article 54);

(c) alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

(d) reduce its share capital or any capital redemption reserve fund.

20. OFFICES AND PLACE OF BUSINESS

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

21. GENERAL MEETINGS

21.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

21.2 The Company may, but shall not (unless required by the Statute or, for so long as any Shares are traded on a Designated Stock Exchange, the Designated Stock Exchange) be obliged to, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. Any annual general meeting shall be held at such time and place as the Directors shall appoint. At these meetings the report of the Directors (if any) shall be presented.

21.3 The Directors may, whenever they think fit, call general meetings, and they shall on a Members’ requisition forthwith proceed to convene an extraordinary general meeting of the Company.

21.4 A Members' requisition is a requisition of Members holding at the date of deposit of the requisition not less than thirty per cent in par value of the issued Shares which as at that date carry the right to vote at general meetings of the Company.

21.5 The Members' requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

21.6 If there are no Directors as at the date of the deposit of the Members' requisition or if the Directors do not within twenty-one days from the date of the deposit of the Members' requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three months after the expiration of the said twenty-one day period.

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21.7 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

21.8 Members seeking to bring business before the annual general meeting or to nominate candidates for appointment as Directors at the annual general meeting must deliver notice to the principal executive offices of the Company not less than 120 calendar days before the date of the Company’s proxy statement released to Members in connection with the previous year’s annual general meeting or, if the Company did not hold an annual general meeting the previous year, or if the date of the current year's annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the Directors with such deadline being a reasonable time before the Company begins to print and send its related proxy materials.

22. NOTICE OF GENERAL MEETINGS

22.1 At least five clear days' notice shall be given of any general meeting. Every notice shall specify the place, the day and the hour of the meeting and the general nature of the business to be conducted at the general meeting and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company by Ordinary Resolution to such Persons as are, under the Articles, entitled to receive such notices from the Company , provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, together holding not less than ninety-five per cent in par value of the Shares giving that right.

22.2 The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a general meeting by, any Person entitled to receive such notice shall not invalidate the proceedings of that general meeting.

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23. PROCEEDINGS AT GENERAL MEETINGS

23.1 No business shall be transacted at any general meeting unless a quorum is present. Save as otherwise provided by the Articles, one or more Members holding at least a majority of the paid up voting share capital of the Company present in person or by proxy and entitled to vote at that meeting shall form a quorum.

23.2 A Person may participate at a general meeting by conference telephone, video, a virtual platform or other communications equipment by means of which all the Persons participating in the meeting can communicate with each other. Participation by a Person in a general meeting in this manner is treated as presence in person at that meeting.

23.3 A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

23.4 If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time and/or place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum.

23.5 The Directors may, at any time prior to the time appointed for the meeting to commence, appoint any Person to act as chairman of a general meeting of the Company or, if the Directors do not make any such appointment, the chairman, if any, of the board of Directors shall preside as chairman at such general meeting. If there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the meeting to commence, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

23.6 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for the meeting to commence, the Members present shall choose one of their number to be chairman of the meeting.

23.7 The chairman may adjourn a meeting from time to time and from place to place either:

(a) with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting by Ordinary Resolution); or

(b) without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:

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(i) secure the orderly conduct or proceedings of the meeting; or

(ii) give all Persons present in person or by proxy and having the right to speak and/or vote at such meeting, the ability to do so,

but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

23.8 When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice of an adjourned meeting.

23.9 A resolution put to the vote of the meeting shall be decided on a poll.

23.10 A poll shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

23.11 In the case of an equality of votes the chairman of the general meeting shall be entitled to a second or casting vote.

23.12 A poll on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll on any other question shall be taken at such date, time and place as the chairman of the general meeting directs.

24. VOTES OF MEMBERS

24.1 Subject to any rights or restrictions attached to any Shares (including as set out at Article 31.2 and Article 54), every Member who being an individual is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or by proxy, shall have one vote for every Share of which he is the holder.

24.2 In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

24.3 A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other Person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other Person may vote by proxy.

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24.4 No Person shall be entitled to vote at any general meeting unless he is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

24.5 No objection shall be raised as to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time in accordance with this Article shall be referred to the chairman whose decision shall be final and conclusive.

24.6 Votes may be cast either personally or by proxy (or in the case of a corporation or other non-natural person by its duly authorised representative or proxy). A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy the instrument of proxy shall specify the number of Shares in respect of which each proxy is entitled to exercise the related votes.

24.7 A Member holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting a Share or some or all of the Shares in respect of which he is appointed.

25. PROXIES

25.1 The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation or other non-natural person, under the hand of its duly authorised representative. A proxy need not be a Member.

25.2 The Directors may, in the notice convening any meeting or adjourned meeting, or in an instrument of proxy sent out by the Company, specify the manner by which the instrument appointing a proxy shall be deposited and the place and the time (being not later than the time appointed for the commencement of the meeting or adjourned meeting to which the proxy relates) at which the instrument appointing a proxy shall be deposited. In the absence of any such direction from the Directors in the notice convening any meeting or adjourned meeting or in an instrument of proxy sent out by the Company, the instrument appointing a proxy shall be deposited physically at the Registered Office not less than 48 hours before the time appointed for the meeting or adjourned meeting to commence at which the Person named in the instrument proposes to vote.

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25.3 The chairman may in any event at his discretion declare that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted, or which has not been declared to have been duly deposited by the chairman, shall be invalid.

25.4 The instrument appointing a proxy may be in any usual or common form (or such other form as the Directors may approve) and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

25.5 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

26. CORPORATE MEMBERS

Any corporation or other non-natural person which is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such Person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the Person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member.

27. CLEARING HOUSES

If a clearing house (or its nominee(s)), being a corporation, is a Member it may authorise such Person or Persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any meeting of any class of Members provided that, if more than one Person is so authorised, the authorisation shall specify the number and class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same powers on behalf of the clearing house (or its nominee(s)) which he represents as if such Person was the registered holder of such Shares held by the clearing house (or its nominee(s)).

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28. SHARES THAT MAY NOT BE VOTED

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

29. DIRECTORS

The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such numbers are fixed as aforesaid the minimum number of Directors shall be one and the maximum number of Directors shall be unlimited.

30. POWERS OF DIRECTORS

30.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of the Directors at which a quorum is present may exercise all powers exercisable by the Directors.

30.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall determine by resolution.

30.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

30.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

30.5 The Directors shall have the authority to present a winding up petition on behalf of the Company without the sanction of a resolution passed by the Company in general meeting.

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31. APPOINTMENT AND REMOVAL OF DIRECTORS

31.1 Subject to Article 31.2, the Company may by Ordinary Resolution appoint any Person to be a Director or may by Ordinary Resolution remove any Director.

31.2 Prior to the consummation of an initial Business Combination, only holders of Class B Shares will have the right to vote on the election and the removal of Directors pursuant to Article 31.1. For the avoidance of doubt, prior to the consummation of an initial Business Combination, holders of Class A Shares shall have no right to vote on the appointment or removal of any Director.

31.3 Prior to the closing of a Business Combination, Article 31.2 may only be amended by a Special Resolution passed by holders of a majority of at least 90 per cent of the Shares which, being entitled to do so, are voted in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a Special Resolution has been given, or by way of unanimous written resolution.

31.4 The Directors may appoint any Person to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.

32. VACATION OF OFFICE OF DIRECTOR

The office of a Director shall be vacated if:

(a) the Director gives notice in writing to the Company that he resigns the office of Director; or

(b) the Director absents himself (for the avoidance of doubt, without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the board of Directors without special leave of absence from the Directors, and the Directors pass a resolution that he has by reason of such absence vacated office; or

(c) the Director dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(d) the Director is found to be or becomes of unsound mind; or

(e) all of the other Directors (being not less than two in number) determine that he should be removed as a Director, either by a resolution passed by all of the other Directors at a meeting of the Directors duly convened and held in accordance with the Articles or by a resolution in writing signed by all of the other Directors; or

(f) the Director is removed from office pursuant to any other provision of the Articles.

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33. PROCEEDINGS OF DIRECTORS

33.1 The quorum for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed shall be a majority of the Directors then in office. A Person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum.

33.2 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

33.3 A Person may participate in a meeting of the Directors or any committee of Directors by conference telephone or other communications equipment by means of which all the Persons participating in the meeting can communicate with each other at the same time. Participation by a Person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is located at the start of the meeting.

33.4 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors or, in the case of a resolution in writing relating to the removal of any Director or the vacation of office by any Director, all of the Directors other than the Director who is the subject of such resolution (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointer and in his capacity as a Director) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

33.5 A Director or alternate Director may, or other officer of the Company on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least two days' notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of the Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis.

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33.6 The continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to the Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose.

33.7 The Directors may elect a chairman of their board and determine the period for which he is to hold office, but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the Directors present may choose one of their number to be chairman of the meeting.

33.8 Subject to any regulations imposed on it by the Directors, including where the Directors have designated a chairman of the committee, a committee appointed by the Directors may elect a chairman of its meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for the meeting to commence, the committee members present may choose one of their number to be chairman of the meeting.

33.9 A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any committee meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

33.10 All acts done by any meeting of the Directors or of a committee of the Directors (including any Person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such Person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be.

33.11 A Director but not an alternate Director may be represented at any meetings of the board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

34. PRESUMPTION OF ASSENT

A Director or alternate Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the Person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such Person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director or alternate Director who voted in favour of such action.

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35.       DIRECTORS’ INTERESTS

35.1 A Director or alternate Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

35.2 A Director or alternate Director may act by himself or by, through or on behalf of his firm, in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

35.3 A Director or alternate Director may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as a shareholder, a contracting party or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

35.4 No Person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by or arising in connection with any such contract or transaction by reason of such Director or alternate Director holding office or of the fiduciary relationship thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

35.5 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

 

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36.       MINUTES

36.1 The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors or alternate Directors present at each meeting.

36.2 When the chairman of a meeting of the Directors or of a committee of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

37.       DELEGATION OF DIRECTORS’ POWERS

37.1 The Directors may delegate any of their powers, authorities and discretions, including the power to sub-delegate, to any committee consisting of one or more Directors (including, without limitation, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee); any committee so formed shall in the exercise of the powers so delegated conform to any conditions that may be imposed on it by the Directors. The Directors may also delegate to any managing director or any Director holding any other executive office such of their powers, authorities and discretions as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered by the Directors. Subject to any such conditions that may be imposed by the Directors, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

37.2 The Directors may establish an Advisory Board and any other committees, local boards or agencies or appoint any Person to be a manager or agent for managing the affairs of the Company and may appoint any Person to be a member of such Advisory Board, committees, local boards or agencies and such Person need not be a Director or officer of the Company. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such appointment may be revoked or altered by the Directors. Subject to any such conditions that may be imposed by the Directors, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

 

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37.3 The Directors may adopt formal written charters for committees.

37.4 The Directors may by power of attorney or otherwise appoint any Person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

37.5 The Directors may by power of attorney or otherwise appoint any company, firm, Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under the Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

37.6 The Directors may from time to time appoint any Person, whether or not a Director, to hold such office in the Company as the Directors may think necessary for the administration of the Company (including, for the avoidance of doubt and without limitation, a chairman, chief executive officer, president, chief operating officer, chief financial officer, vice-presidents, secretary, assistant secretaries, treasurer or any other officers as may be determined by the Directors), for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. Any Person so appointed by the Directors may be removed by resolution of the Directors or by the Company by Ordinary Resolution. An officer of the Company may vacate his office at any time if he gives notice in writing to the Company that he resigns his office.

38.       ALTERNATE DIRECTORS

38.1 Any Director (but not an alternate Director) may by writing appoint any other Director, or any other Person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

38.2 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors (except where such written resolution of the Directors have been signed by the appointing Director), and generally to perform all the functions of his appointor as a Director in his absence.

 

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38.3 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

38.4 Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

38.5 Subject to the provisions of the Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

39. NO MINIMUM SHAREHOLDING

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed, a Director is not required to hold Shares.

40. REMUNERATION OF DIRECTORS

40.1 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company or the discharge of their duties as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

40.2 The Directors may by resolution approve additional remuneration to any Director for any services which in the opinion of the Directors go beyond his ordinary routine work as a Director. Any fees paid to a Director who is also counsel, attorney or solicitor to the Company, or otherwise serves it in a professional capacity, shall be in addition to his remuneration as a Director.

41.       SEAL

41.1 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one Person who shall be either a Director or officer of the Company or other Person appointed by the Directors for the purpose.

 

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41.2 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

41.3 A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

42.       DIVIDENDS, DISTRIBUTIONS AND RESERVE

42.1 Subject to the Statute and this Article and except as otherwise provided by the rights attached to any Shares, the Directors may resolve to pay Dividends and other distributions on Shares in issue and authorise payment of the Dividends or other distributions out of the funds of the Company lawfully available therefor. A Dividend shall be deemed to be an interim Dividend unless the terms of the resolution pursuant to which the Directors resolve to pay such Dividend specifically state that such Dividend shall be a final Dividend. No Dividend or other distribution shall be paid except out of the realised or unrealised profits of the Company, out of the Share Premium Account or as otherwise permitted by law.

42.2 Except as otherwise provided by the rights attached to any Shares, all Dividends and other distributions shall be paid according to the par value of the Shares that a Member holds. If any Share is issued on terms providing that it shall rank for Dividend as from a particular date, that Share shall rank for Dividend accordingly.

42.3 The Directors may deduct from any Dividend or other distribution payable to any Member all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

42.4 The Directors may resolve that any Dividend or other distribution be paid wholly or partly by the distribution of specific assets and in particular (but without limitation) by the distribution of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and may fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees in such manner as may seem expedient to the Directors.

42.5 Except as otherwise provided by the rights attached to any Shares, Dividends and other distributions may be paid in any currency. The Directors may determine the basis of conversion for any currency conversions that may be required and how any costs involved are to be met.

 

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42.6 The Directors may, before resolving to pay any Dividend or other distribution, set aside such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the discretion of the Directors, be employed in the business of the Company.

42.7 Any Dividend, other distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such Person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, other distributions, bonuses, or other monies payable in respect of the Share held by them as joint holders.

42.8 No Dividend or other distribution shall bear interest against the Company.

42.9 Any Dividend or other distribution which cannot be paid to a Member and/or which remains unclaimed after six months from the date on which such Dividend or other distribution becomes payable may, in the discretion of the Directors, be paid into a separate account in the Company's name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend or other distribution shall remain as a debt due to the Member. Any Dividend or other distribution which remains unclaimed after a period of six years from the date on which such Dividend or other distribution becomes payable shall be forfeited and shall revert to the Company.

43. CAPITALISATION

The Directors may at any time capitalise any sum standing to the credit of any of the Company's reserve accounts or funds (including the Share Premium Account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any Person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

 

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44.       SHARE PREMIUM ACCOUNT

44.1 The Directors shall in accordance with the Statute establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

44.2 There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the determination of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Statute, out of capital.

45.       BOOKS OF ACCOUNT

45.1 The Directors shall cause proper books of account (including, where applicable, material underlying documentation including contracts and invoices) to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.

45.2 The Directors shall determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

45.3 The Directors may cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

 

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46.       AUDIT

46.1 The Directors may appoint an Auditor of the Company who shall hold office on such terms as the Directors determine.

46.2 If the office of Auditor becomes vacant by resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy.

46.3 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

46.4 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Company.

46.5 Without prejudice to the freedom of the Directors to establish any other committee, if any of the Shares (or depositary receipts therefor) are listed or quoted on a Designated Stock Exchange, and if required by the rules of the Designated Stock Exchange, the Directors shall establish and maintain an Audit Committee as a committee of the board of Directors and shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis. The composition and responsibilities of the Audit Committee shall comply with the rules and regulations of the SEC and the Designated Stock Exchange. The Audit Committee (if one exists) shall meet at least once every financial quarter, or more frequently as circumstances dictate.

46.6 If any of the Shares (or depositary receipts therefor) are listed or quoted on a Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilise the Audit Committee for the review and approval of potential conflicts of interest.

46.7 The remuneration of the Auditor shall be fixed by the Audit Committee (if one exists) or otherwise by the Directors.

46.8 Any payment made to members of the Audit Committee (if one exists) shall require the review and approval of the Directors, with any Director interested in such payment abstaining from such review and approval.

 

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46.9 If any of the Shares (or depositary receipts therefor) are listed or quoted on a Designated Stock Exchange, the Audit Committee shall monitor compliance with the terms of the IPO and, if any non-compliance is identified, the Audit Committee shall be charged with the responsibility to take all action necessary to rectify such non-compliance or otherwise cause compliance with the terms of the IPO.

47.       NOTICES

47.1 Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). For so long as any of the Shares are traded on a Designated Stock Exchange, notice must also be served in accordance with the requirements of the Designated Stock Exchange.

47.2 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays in the Cayman Islands) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

47.3 A notice may be given by the Company to the Person or Persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices which are required to be given under the Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the Persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

47.4 Notice of every general meeting shall be given in any manner authorised by the Articles to every holder of Shares carrying an entitlement to receive such notice on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every Person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member where the Member but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other Person shall be entitled to receive notices of general meetings.

 

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48.       WINDING UP

48.1 If the Company shall be wound up, the liquidator shall apply the assets of the Company in satisfaction of creditors' claims in such manner and order as such liquidator thinks fit. Subject to the rights attaching to any Shares, in a winding up:

(a) if the assets available for distribution amongst the Members shall be insufficient to repay the whole of the Company's issued share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them; or

(b) if the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the Company's issued share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise.

48.2 If the Company shall be wound up the liquidator may, subject to the rights attaching to any Shares and with the approval of a Special Resolution of the Company and any other approval required by the Statute, divide amongst the Members in kind the whole or any part of the assets of the Company (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like approval, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

 

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49.       INDEMNITY AND INSURANCE

49.1 Every Director and officer of the Company (which for the avoidance of doubt, shall not include Auditors of the Company), together with every former Director and former officer of the Company (each an Indemnified Person) shall be indemnified out of the assets of the Company against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, wilful default or wilful neglect. No Indemnified Person shall be liable to the Company for any loss or damage incurred by the Company as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, wilful default or wilful neglect of such Indemnified Person. No Person shall be found to have committed actual fraud, wilful default or wilful neglect under this Article unless or until a court of competent jurisdiction shall have made a finding to that effect.

49.2 The Company shall advance to each Indemnified Person reasonable attorneys' fees and other costs and expenses incurred in connection with the defence of any action, suit, proceeding or investigation involving such Indemnified Person for which indemnity will or could be sought. In connection with any advance of any expenses hereunder, the Indemnified Person shall execute an undertaking to repay the advanced amount to the Company if it shall be determined by final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification pursuant to this Article. If it shall be determined by a final judgment or other final adjudication that such Indemnified Person was not entitled to indemnification with respect to such judgment, costs or expenses, then such party shall not be indemnified with respect to such judgment, costs or expenses and any advancement shall be returned to the Company (without interest) by the Indemnified Person.

49.3 The Directors, on behalf of the Company, may purchase and maintain insurance for the benefit of any Director or officer of the Company against any liability which, by virtue of any rule of law, would otherwise attach to such Person in respect of any negligence, default, breach of duty or breach of trust of which such Person may be guilty in relation to the Company.

49.4 The rights to indemnification and advancement of expenses conferred on any Indemnified Person as set out in this Article will not be exclusive of any other rights that any Indemnified Person may have or hereafter acquire.

50. FINANCIAL YEAR

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

51. TRANSFER BY WAY OF CONTINUATION

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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52. MERGERS AND CONSOLIDATIONS

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

53. DISCLOSURE

The Directors, officers of the Company or any authorised service providers (including the registered office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any Designated Stock Exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company including, without limitation, information contained in the Register of Members and books of the Company.

54. BUSINESS COMBINATION

54.1 Notwithstanding any other provision of the Articles, this Article shall apply during the period commencing upon the adoption of the Articles and terminating upon the first to occur of the consummation of any Business Combination and the distribution of the Trust Account pursuant to this Article. In the event of a conflict between this Article and any other Articles, the provisions of this Article shall prevail.

54.2 Prior to the consummation of any Business Combination, the Company shall either:

(a) submit such Business Combination to the Members for approval; or

(b) provide Members with the opportunity to have their Public Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, provided that the Company shall not repurchase Public Shares in an amount that would exceed the Redemption Limitation. Such obligation to repurchase Public Shares is subject to the completion of the proposed Business Combination to which it relates.

54.3 If the Company initiates any tender offer in accordance with Rule 13e-4 and Regulation 14E of the US Exchange Act in connection with a Business Combination, it shall file tender offer documents with the SEC prior to completing a Business Combination which contain substantially the same financial and other information about such Business Combination and the redemption rights as is required under Regulation 14A of the US Exchange Act. If, alternatively, the Company holds a Member vote to approve a proposed Business Combination, the Company will conduct any redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the US Exchange Act, and not pursuant to the tender offer rules, and file proxy materials with the SEC.

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54.4 At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination, provided that the Company shall not consummate such Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to or upon such consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such Business Combination (the Redemption Limitation).

54.5 Any Member holding Public Shares who is not a Founder, Director or officer of the Company may, at least two business days prior to any vote on a Business Combination, elect to have their Public Shares redeemed for cash (the IPO Redemption), provided that no such Member acting together with any Affiliate of his or any other Person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption right with respect to more than 15 per cent of the Public Shares without the prior consent of the Company, and provided further that any Person that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. In connection with any vote held to approve a proposed Business Combination, holders of Public Shares seeking to exercise their redemption rights will be required to either tender their certificates (if any) to the Company's transfer agent or to deliver their shares to the transfer agent electronically using The Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option, in each case up to two business days prior to the initially scheduled vote on the proposal to approve a Business Combination and comply with any other applicable requirements provided for in the related proxy materials. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), if any, divided by the number of Public Shares then in issue (such redemption price being referred to herein as the Redemption Price), provided that the Company shall not redeem Public Shares in an amount that would exceed the Redemption Limitation. The Redemption Price shall be paid promptly following the consummation of the relevant Business Combination. If the proposed Business Combination is not approved or completed for any reason then such redemptions shall be cancelled and share certificates (if any) returned to the relevant Members as appropriate.

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54.6 In the event that either (a) the Company does not consummate a Business Combination within 18 months after the date of the closing of the IPO, or such later time as the Members may approve in accordance with the Articles or (b) a resolution is passed pursuant to the Statute to commence the voluntary liquidation of the Company prior to the consummation of a Business Combination for any reason, the Company shall: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, which redemption will completely extinguish public Members' rights as Members (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.

54.7 In the event that any amendment is made to the Articles (a) to modify the substance or timing of the Company's obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within 18 months after the date of the closing of the IPO or (b) with respect to any other provision of the Articles relating to the rights of holders of Class A Shares, each holder of Public Shares who is not a Founder, Director or officer of the Company shall be provided with the opportunity to redeem their Public Shares upon the 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 Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, provided that the Company shall not redeem Public Shares in an amount that would cause the Company's net tangible assets to be less than US$5,000,001 following such redemption.

54.8 A holder of Public Shares shall be entitled to receive distributions from the Trust Account only in the event of an IPO Redemption, a repurchase of Shares by means of a tender offer pursuant to this Article, or a distribution of the Trust Account pursuant to this Article. In no other circumstance shall a holder of Public Shares have any right or interest of any kind in the Trust Account.

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54.9 After the issue of Public Shares, and prior to the consummation of a Business Combination, the Company shall not issue additional Shares or any other securities that would entitle the holders thereof to:

(a) receive funds from the Trust Account; or

(b) vote as a class with Public Shares on the Company's initial Business Combination or an amendment to this Article 54.9.

54.10 As long as the securities of the Company are listed on a Designated Stock Exchange, the Company must complete one or more Business Combinations having an aggregate fair market value of at least 80 per cent of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust) at the time of signing the definitive agreement to enter into such Business Combination. An initial Business Combination must not be effectuated solely with another blank cheque company or a similar company with nominal operations.

54.11 A Director may vote in respect of any Business Combination in which such Director has a conflict of interest with respect to the evaluation of such Business Combination. Such Director must disclose such interest or conflict to the other Directors at the time of, or prior to, such vote.

54.12 The Company may enter into a Business Combination with a target business that is Affiliated with the Sponsor, the Directors or officers of the Company or may make the acquisition through a joint venture or other form of shared ownership with the Sponsor, the Directors or officers of the Company. In the event the Company enters into a Business Combination with a target that is Affiliated with the Sponsor, the Directors or officers of the Company, the Company, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or another valuation or appraisal firm that regularly renders fairness opinions on the type of target business that the Company is seeking to acquire that such an initial business combination is fair to our company from a financial point of view.

55.       BUSINESS OPPORTUNITIES

55.1 To the fullest extent permitted by Applicable Law, neither the Investor Group nor any individual serving as a Director or officer of the Company (Management) shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company.

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55.2 To the fullest extent permitted by Applicable Law, the Company renounces any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for either the Investor Group or Management, on the one hand, and the Company, on the other, unless such opportunity is expressly offered to such Management in their capacity as a Director or officer of the Company and the opportunity is one the Company is legally and contractually permitted to undertake and would otherwise be reasonable for the Company to pursue. To the fullest extent permitted by Applicable Law, the Investor Group and Management shall have no duty to communicate or offer any such corporate opportunity to the Company and shall not be liable to the Company or its Members for breach of any fiduciary duty as a Member, Director and/or officer of the Company solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another Person, or does not communicate information regarding such corporate opportunity to the Company, unless such opportunity is expressly offered to such Management in their capacity as a Director or officer of the Company and the opportunity is one the Company is legally and contractually permitted to undertake and would otherwise be reasonable for the Company to pursue.

55.3 To the extent a court might hold that the conduct of any activity related to a corporate opportunity that is renounced in this Article to be a breach of duty to the Company or its Members, the Company and (if applicable) each Member hereby waives, to the fullest extent permitted by Applicable Law, any and all claims and causes of action that the Company or such Member may have for such activities described in this Article. To the fullest extent permitted by Applicable Law, the provisions of this Article apply equally to activities conducted in the future and that have been conducted in the past.

www.verify.gov.ky File#: 374833	Filed: 15-Sep-2021 10:37 EST  Auth Code: G11798412247

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EX-4.1

Exhibit 4.1

SPECIMEN UNIT CERTIFICATE

NUMBER UNITS U-

SEE REVERSE FOR Endurance Acquisition Corp.

CERTAIN

DEFINITIONS

CUSIP G3041W 123

UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-HALF OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE

THIS CERTIFIES THAT                  is the owner of                  Units.

Each Unit (“Unit”) consists of one (1) Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and one-half (1/2) of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to purchase one (1) Ordinary Share for $11.50 per share (subject to adjustment). Each Warrant will become exercisable thirty (30) days after the Company’s completion of a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses (each, a “Business Combination”) and will expire unless exercised before 5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Ordinary Shares and Warrants comprising the Units represented by this certificate will begin separate trading on the 52nd day following the date of the prospectus that is filed in connection with the offering of the Units (or, if such date is not a business day, the following business day), unless Cantor Fitzgerald & Co. elects to allow earlier separate trading, subject to the Company’s filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet reflecting the Company’s receipt of the gross proceeds of the initial public offering and issuing a press release announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only Warrants are exercisable. The terms of the Warrants are governed by a Warrant Agreement, dated as of                 , 2021, between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York 10004, and are available to any Warrant holder on written request and without cost.

Upon the consummation of the Business Combination, the Units represented by this certificate will automatically separate into the Class A Ordinary Shares and Warrants comprising such Units.

This certificate is not valid unless countersigned by the Transfer Agent and Registrar of the Company.

This certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

Witness the facsimile signatures of its duly authorized officer.

By
	Chief Executive Officer

Endurance Acquisition Corp.

The Company will furnish without charge to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—		Custodian
					(Cust)		(Minor)
TEN ENT	—	as tenants by the entireties			under Uniform Gifts to Minors Act
					(State)
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

For value received,                  hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

Units represented by the within Certificate, and do hereby irrevocably constitute and appoint                 Attorney to transfer the said Units on the books of the within named Company with full power of substitution in the premises.

Dated 

Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

Signature(s) Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULES).

In each case, as more fully described in the Company’s final prospectus dated [•], 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with the Company’s initial public offering only in the event that (i) the Company redeems the Ordinary Shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems the Ordinary Shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial business combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Ordinary Shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.

EX-4.2

Exhibit 4.2

SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE

NUMBER SHARES

ENDURANCE ACQUISITION CORP.

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

CLASS A ORDINARY SHARES

SEE REVERSE FOR

CERTAIN DEFINITIONS

CUSIP G3041W 107

This Certifies that                                         is the owner of

FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF

US$0.0001 EACH OF ENDURANCE ACQUISITION CORP. (THE “COMPANY”)

subject to the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

The Company will be forced to redeem all of its Class A ordinary shares if it is unable to complete a business combination within the period set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, all as more fully described in the Company’s final prospectus dated [•], 2021.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile signatures of its duly authorized officer.

Dated:
	Chief Executive Officer

ENDURANCE ACQUISITION CORP.

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, and resolutions of the Board of Directors providing for the issue of Class A ordinary shares (copies of which may be obtained from the secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—		Custodian
					(Cust)		(Minor)
TEN ENT	—	as tenants by the entireties			under Uniform Gifts to Minors Act
					(State)
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

For value received,                             hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint                  Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.

Dated 

Shareholder

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

By:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).

In each case, as more fully described in the Company’s final prospectus dated [·], 2021, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in the trust account established in connection with its initial public offering only in the event that (i) the Company redeems the Class A ordinary shares sold in its initial public offering and liquidates because it does not consummate an initial business combination within the period of time set forth in the Company’s amended and restated memorandum and articles of association, as the same may be amended from time to time, (ii) the Company redeems the Class A ordinary shares sold in its initial public offering in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Proposed Public Offering or (B) with respect to any other provisions relating to shareholders’ rights or pre-initial Business Combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective Class A ordinary shares in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks shareholder approval of the proposed initial business combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.

EX-4.3

Exhibit 4.3

WARRANT AGREEMENT

between

ENDURANCE ACQUISITION CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

WHEREAS, on [●], 2021, the Company entered into that certain Sponsor Warrants Purchase Agreement with Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of [●] warrants (or up to [●] warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant;

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Class A Ordinary Share (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to redeemable [●] warrants (including up to redeemable [●] warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-[●], including the prospectus contained therein (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of the Units, the Public Warrants and the Ordinary Shares included in the Units;

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WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.Warrants.

2.1Form of Warrant. Each Warrant shall be issued in registered form only.

2.2Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3Registration.

2.3.1Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants, which shall be in the form annexed hereto as Exhibit A.

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Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Company’s Board of Directors (the “Board”), Chief Executive Officer, President, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Cantor Fitzgerald & Co., but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriter of its right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) if the Detachment Date is earlier than the 52^nd day following the date of the Prospectus, the Company issues a press release announcing when such separate trading shall begin.

2.5No Fractional Warrants Other Than as Part of the Units. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Class A Ordinary Share and one-half of one Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

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2.6Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in accordance with Section 4 hereof) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

(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 Sponsor, or any affiliates of the Sponsor;

(b)in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;

(c)in the case of an individual, by virtue of the 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 the Company’s initial 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 the Company’s initial Business Combination; or

(g)in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; or

(h)in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;

provided, however, that in the case of clauses (a) through (e), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement agreeing to be bound by these transfer restrictions.

3.Terms and Exercise of Warrants.

3.1Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided, that the Company shall provide at least three (3) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

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3.2Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (i) commencing on the date that is thirty (30) days after the first date on which the Company completes its initial Business Combination, , and (ii) terminating at 5:00 p.m., New York City time, on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company if the Company fails to complete its initial Business Combination, and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or any Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”), 5:00 p.m., New York City time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement under the Securities Act or a valid exemption from registration being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to an Inapplicable Redemption), each Warrant (other than a Private Placement Warrant then held by the Sponsor or any Permitted Transferees with respect to an Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3Exercise of Warrants.

3.3.1Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

(a)in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;

(b)[Reserved];

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(c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3^rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

(d)as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or

(e)as provided in Section 7.4 hereof.

3.3.2Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or unless a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.

3.3.3Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, (the “Articles”) shall be validly issued, fully paid and non-assessable.

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3.3.4 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

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4. Adjustments.

4.1Share Dividends.

4.1.1Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

4.1.2Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Articles to modify the substance or timing of the Company’s obligation to redeem 100% of Ordinary Shares if the Company does not complete the Business Combination within the time period required by the Articles, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

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4.2Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

4.3Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

4.4Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average per share trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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4.5Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Articles or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of Ordinary Shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4, as applicable. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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4.6Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.7No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.

4.8Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.9Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

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5.Transfer and Exchange of Warrants.

5.1Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

5.4Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

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6. Redemption.

6.1Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement under the Securities Act covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).

6.2Redemption of Warrants for Ordinary Shares. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.

	Fair Market Value of Shares of Class A Ordinary Shares
Redemption Date (period to expiration of warrants)	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		≥18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

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The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the Warrants be exercisable in connection with a Make-Whole Exercise for more than 0.361 Ordinary Shares per Warrant (subject to adjustment).

6.3Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (period lasting from such time until the Redemption Date, the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

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6.4 Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or, if in connection with a redemption pursuant to Section 6.2 of this Agreement, on a “cashless basis” in accordance with such section) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

6.5Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

7.Other Provisions Relating to Rights of Holders of Warrants.

7.1No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

15

7.4Registration of Ordinary Shares; Cashless Exercise at Company’s Option.

7.4.1Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the registration statement relating to the Offering or a new registration statement for the registration, under the Securities Act, of the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such post-effective amendment or registration statement has not been declared effective by the sixtieth (60^th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61^st) Business Day after the closing of the Business Combination and ending upon such post-effective amendment or registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

7.4.2Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available. Upon receipt of a notice of exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of Ordinary Shares issuable in connection with such cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of Ordinary Shares in connection with such cashless exercise.

16

8.Concerning the Warrant Agent and Other Matters.

8.1Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.

8.2Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

8.2.2Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.

8.2.3Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

17

8.3Fees and Expenses of Warrant Agent.

8.3.1Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4Liability of Warrant Agent.

8.4.1Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

8.4.3Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.

8.5Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.

18

8.6Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9.Miscellaneous Provisions.

9.1Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Endurance Acquisition Corp.
630 Fifth Avenue, 20^th Floor

New York, NY 10111
Attention: Richard Davis

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004
Attention: Compliance Department

9.3Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Subject to applicable law, the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

19

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

9.4Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

9.5Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by it.

9.6Counterparts. This 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.

9.7Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or correcting any mistake, including conforming the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein or (ii) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of at least 50% of the then outstanding Public Warrants; provided that any amendment that solely affects the terms of the Private Placement Warrants or any provision of this Agreement solely with respect to the Private Placement Warrants shall also require at least 50% of the-then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9Severability. This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Exhibit A Form of Warrant Certificate

Exhibit B Legend — Private Placement Warrants

20

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
	Name:
	Title:

[Signature Page to Warrant Agreement]

EXHIBIT A

Form of Warrant Certificate

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW

ENDURANCE ACQUISITION CORP.

Incorporated Under the Laws of the Cayman Islands

CUSIP G3041W 115

Warrant Certificate

This Warrant Certificate certifies that ___________, or registered assigns, is the registered holder of ___________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A Ordinary Shares, $0.0001 par value (“Ordinary Shares”), of Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional Ordinary Shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

A-1

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

A-2

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
	Name:
	Title:

A-3

Form of Warrant Certificate

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

A-4

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

A-5

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____________ Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Endurance Acquisition Corp. (the “Company”) in the amount of $____________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________________, whose address is _______________________ and that such Ordinary Shares be delivered to ___________________ whose address is _______________________. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of , whose address is _______________________and that such Warrant Certificate be delivered to ___________________, whose address is _______________________.

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________________, whose address is _______________________and that such Warrant Certificate be delivered to ___________________, whose address is _______________________.

[Signature Page Follows]

A-6

Date: ___________________, 20__

(Signature)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).

A-7

EXHIBIT B

LEGEND

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ENDURANCE ACQUISITION CORP. (THE “COMPANY”), ENDURANCE ANTARCTICA PARNTERS, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT (THE “WARRANT AGREEMENT”)) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

No. Warrant

B-1

EX-4.4

Exhibit 4.4

WARRANT AGREEMENT

between

ENDURANCE ACQUISITION CORP.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2021, is by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

WHEREAS, on September 14, 2021, the Company entered into that certain Private Warrants Purchase Agreement with Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 6,630,000 warrants (or up to 7,230,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;

WHEREAS, on September 14, 2021, the Company entered into that certain Private Warrants Purchase Agreement with Cantor Fitzgerald & Co., the representative of the underwriters in the Offering (the “Representative”), pursuant to which the Representative agreed to purchase an aggregate of 1,000,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant, bearing the restrictive legend set forth in Exhibit B;

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant;

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one Class A Ordinary Share (as defined below) and one-half of one Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to redeemable 10,000,000 warrants (including up to redeemable 11,500,000 warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Share”), for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;

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WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-259098, including the prospectus contained therein (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of the Units, the Public Warrants and the Ordinary Shares included in the Units;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.Warrants.

2.1Form of Warrant. Each Warrant shall be issued in registered form only.

2.2Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3Registration.

2.3.1Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).

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If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants, which shall be in the form annexed hereto as Exhibit A.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Company’s Board of Directors (the “Board”), Chief Executive Officer, President, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4Detachability of Warrants. The Ordinary Shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Cantor Fitzgerald & Co., but in no event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriter of its right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) if the Detachment Date is earlier than the 52^nd day following the date of the Prospectus, the Company issues a press release announcing when such separate trading shall begin.

2.5No Fractional Warrants Other Than as Part of the Units. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Class A Ordinary Share and one-half of one Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

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2.6Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or the Representative or any of their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in accordance with Section 4 hereof) and (iv) shall not be redeemable by the Company pursuant to Section 6.1 hereof; provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares held by the Sponsor or the Representative or any of their Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

(a)to the Company’s or the Representative’s officers or directors, any affiliates or family members of any of the Company’s or the Representative’s officers or directors, any members of the Sponsor or the Representative, or any affiliates of the Sponsor or the Representative;

(b)in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization;

(c)in the case of an individual, by virtue of the 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 the Company’s initial 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 the Company’s initial Business Combination; or

(g)in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; or

(h)in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination;

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provided, however, that in the case of clauses (a) through (e), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement agreeing to be bound by these transfer restrictions (including provisions relating to voting, the Trust Account and liquidation distributions described elsewhere in the Prospectus). Notwithstanding the foregoing, with respect to any Private Placement Warrants held by the Underwriters and/or their designees, in addition to the foregoing restriction on transfer of the Private Placement Warrants, the Private Placement Warrants purchased by the Underwriters and/or their designees shall not be sold during the Offering, or sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, except to any member participating in the Offering and the officers or partners thereof. Additionally, the Private Placement Warrants purchased by the Underwriters and/or its designees shall not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of effectiveness of the Registration Statement or commencement of sales of the Offering, except as permitted in accordance with FINRA Rule 5110(e)(2)(B). Additionally, the Private Placement Warrants purchased by the Underwriters may not be exercised more than five (5) years after the effective Registration Statement.

3.Terms and Exercise of Warrants.

3.1Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided, that the Company shall provide at least three (3) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

3.2Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (i) commencing on the date that is thirty (30) days after the first date on which the Company completes its initial Business Combination, , and (ii) terminating at 5:00 p.m., New York City time, on the earliest to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company if the Company fails to complete its initial Business Combination, and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or any Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof (each, an “Inapplicable Redemption”), 5:00 p.m., New York City time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement under the Securities Act or a valid exemption from registration being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to an Inapplicable Redemption), each Warrant (other than a Private Placement Warrant then held by the Sponsor or any Permitted Transferees with respect to an Inapplicable Redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants. Notwithstanding anything contained in this Agreement to the contrary, so long as the Private Placement Warrants held by the Representative are held by the Representative or its designees or affiliates, such Private Placement Warrants may not be exercised after five years from the effective date of the Registration Statement.

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3.3Exercise of Warrants.

3.3.1Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

(a)in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;

(b)[Reserved];

(c)with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios, the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3^rd) trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

(d)as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or

(e)as provided in Section 7.4 hereof.

3.3.2Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or unless a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.6, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.

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3.3.3Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, (the “Articles”) shall be validly issued, fully paid and non-assessable.

3.3.4Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

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4.Adjustments.

4.1Share Dividends.

4.1.1In Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

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4.1.2Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Ordinary Shares in connection with a shareholder vote to amend the Articles to modify the substance or timing of the Company’s obligation to redeem 100% of Ordinary Shares if the Company does not complete the Business Combination within the time period required by the Articles, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

4.2Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

4.3Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

4.4Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Class B ordinary shares, par value $0.0001 per share, of the Company held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average per share trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

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4.5Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Articles or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of Ordinary Shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4, as applicable. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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4.6Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.7No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.

4.8Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.9Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

5.Transfer and Exchange of Warrants.

5.1Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

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5.3Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

5.4Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

6.Redemption.

6.1Redemption of Warrants for Cash. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement under the Securities Act covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).

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6.2Redemption of Warrants for Ordinary Shares. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.

Redemption Date (period to	Fair Market Value of Shares of Class A Ordinary Shares
expiration of warrants)	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		≥18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the Warrants be exercisable in connection with a Make-Whole Exercise for more than 0.361 Ordinary Shares per Warrant (subject to adjustment).

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6.3Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (period lasting from such time until the Redemption Date, the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

6.4Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or, if in connection with a redemption pursuant to Section 6.2 of this Agreement, on a “cashless basis” in accordance with such section) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

6.5Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

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7. Other Provisions Relating to Rights of Holders of Warrants.

7.1No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4Registration of Ordinary Shares; Cashless Exercise at Company’s Option.

7.4.1Registration of the Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a post-effective amendment to the registration statement relating to the Offering or a new registration statement for the registration, under the Securities Act, of the issuance of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such post-effective amendment or registration statement has not been declared effective by the sixtieth (60^th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61^st) Business Day after the closing of the Business Combination and ending upon such post-effective amendment or registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

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7.4.2Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available. Upon receipt of a notice of exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of Ordinary Shares issuable in connection with such cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of Ordinary Shares in connection with such cashless exercise.

8.Concerning the Warrant Agent and Other Matters.

8.1Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.

8.2Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

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8.2.2Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.

8.2.3Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3Fees and Expenses of Warrant Agent.

8.3.1Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4Liability of Warrant Agent.

8.4.1Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

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8.4.2Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, wilful misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

8.4.3Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.

8.5Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.

8.6Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9.Miscellaneous Provisions.

9.1Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

18

Endurance Acquisition Corp.
630 Fifth Avenue, 20^th Floor
New York, NY 10111
Attention: Richard Davis

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004
Attention: Compliance Department

9.3Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Subject to applicable law, the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

9.4Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

19

9.5Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by it.

9.6Counterparts. This 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.

9.7Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or correcting any mistake, including conforming the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective provision contained herein or (ii) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of at least 50% of the then outstanding Public Warrants; provided that any amendment that solely affects the terms of the Private Placement Warrants or any provision of this Agreement solely with respect to the Private Placement Warrants shall also require at least 50% of the-then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9Severability. This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Exhibit A Form of Warrant Certificate

Exhibit B Legend — Private Placement Warrants

20

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

ENDURANCE ACQUISITION CORP.
By:	/s/ Romeo A. Reyes
	Name: Romeo A. Reyes
	Title: Chief Financial Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:	/s/ Stacy Aqui
	Name: Stacy Aqui
	Title: Vice President

[Signature Page to Warrant Agreement]

EXHIBIT A

Form of Warrant Certificate

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW

ENDURANCE ACQUISITION CORP.

Incorporated Under the Laws of the Cayman Islands

CUSIP G3041W 115

Warrant Certificate

This Warrant Certificate certifies that ___________, or registered assigns, is the registered holder of ___________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A Ordinary Shares, $0.0001 par value (“Ordinary Shares”), of Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in US dollars, by bank wire or certified check (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional Ordinary Shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

A-1

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

A-2

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

ENDURANCE ACQUISITION CORP.
By:
	Name: Romeo A. Reyes
	Title: Chief Financial Officer
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
	Name:
	Title:

A-3

Form of Warrant Certificate

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of September 14, 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

A-4

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

A-5

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____________ Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Endurance Acquisition Corp. (the “Company”) in the amount of $____________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________________, whose address is _______________________ and that such Ordinary Shares be delivered to ___________________ whose address is _______________________. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of , whose address is _______________________and that such Warrant Certificate be delivered to ___________________, whose address is _______________________.

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________________, whose address is _______________________and that such Warrant Certificate be delivered to ___________________, whose address is _______________________.

[Signature Page Follows]

A-6

Date: ___________________, 20__

(Signature)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).

A-7

EXHIBIT B

LEGEND

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG ENDURANCE ACQUISITION CORP. (THE “COMPANY”), ENDURANCE ANTARCTICA PARNTERS, LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN THE RECITALS OF THE WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT (THE “WARRANT AGREEMENT”)) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

No. Warrant

B-1

EX-4.5

Exhibit 4.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2021, is made and entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement (the “Founder Shares Purchase Agreement”), dated as of April 26, 2021 pursuant to which the Sponsor purchased an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”);

WHEREAS, on June 7, 2021 and August 13, 2021, the Sponsor transferred a number of Founder Shares to each of the other Holders;

WHEREAS, up to 750,000 of the Founder Shares held by the Sponsor are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised;

WHEREAS, the Founder Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;

WHEREAS, on September 14, 2021, the Company entered into that certain Sponsor Warrants Purchase Agreement and Private Warrants Purchase Agreement (the “Private Warrants Purchase Agreements”) with the Sponsor and Cantor, respectively, pursuant to which the Sponsor and Cantor agreed to purchase an aggregate of 7,630,000 warrants (or up to 8,230,000 warrants if the over-allotment option in connection with the Company’s initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the Company’s initial public offering, each Private Placement Warrant entitling the holder thereof to purchase one Ordinary Share at a price of $11.50; and

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1          Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer, the President or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Anchor Investors” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Business Combination” shall mean any merger, capital share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

“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.

“Cantor” shall have the meaning given in the Preamble.

“Class B Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble.

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Demanding Holder” shall have the meaning given in subsection 2.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1” shall have the meaning given in subsection 2.1.1.

“Form S-3” shall have the meaning given in subsection 2.3.

“Founder Shares” shall have the meaning given in the Recitals hereto and shall be deemed to include the Ordinary Shares issuable upon conversion thereof.

“Founder Shares Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) one year after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, 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 or (y) the date on which the Company completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property.

“Founder Shares Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Holders” shall have the meaning given in the Preamble.

“Insider Letter” shall mean that certain letter agreement, dated as of September 14, 2021, by and among the Sponsor and each of the Company’s officers, directors, director nominees and advisors.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements contained therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading.

“Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, pursuant to the Insider Letter and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Private Placement Lock-up Period” shall mean, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, the Private Placement Warrants and any Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

“Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Private Warrants Purchase Agreements” shall have the meaning given in the Recitals hereto.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the Ordinary Shares issued or issuable upon the conversion of any Founder Shares, (b) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (c) any outstanding Ordinary Shares or any other equity security (including, without limitation, the Ordinary Shares issued or issuable upon the exercise of any other equity security, units comprising Ordinary Shares and warrants, and warrants) of the Company held by a Holder from time to time, (d) any equity securities (including the Ordinary Shares issued or issuable upon the exercise of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 in the aggregate made to the Company by one or more Holders, and (e) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Share is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriter(s) in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection 2.1.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Sponsor” shall have the meaning given in the Preamble hereto.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to one or more Underwriters in a firm commitment underwriting for distribution to the public.

“Working Capital Warrants” shall have the meaning given in the Recitals hereto.

ARTICLE II

REGISTRATIONS

2.1           Demand Registration.

2.1.1        Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the date the Company consummates the Business Combination, (i) the Holders of at least thirty percent (30%) in interest of the then-outstanding number of Registrable Securities or (ii) Cantor and its permitted designees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10)  days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as reasonably practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities, including one (1) Demand Registration on behalf of Cantor and its designees; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered for resale on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement.

2.1.2        Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3        Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.4        Reduction of Underwritten Offering. If the managing Underwriter(s) in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell for its own account and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register for resale in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5        Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, (i) the Company may effect any Underwritten Registration pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering and (ii) the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2           Piggyback Registration.

2.2.1        Piggyback Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as reasonably practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter(s), if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the resale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2        Reduction of Piggyback Registration. If the managing Underwriter(s) in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register the resale of their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register the resale of their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell for its own account, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register for resale pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3        Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter(s) (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration (or in the case of an Underwritten Registration pursuant to Rule 415 under the Securities Act, at least two business days prior to the time of pricing of the applicable offering). The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4        Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3           Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register the resale of all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section 2.3 hereof if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall maintain each registration statement pursuant to this Section 2.3 (a “Shelf”) in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as reasonably practicable after the Company is eligible to use Form S-3. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.

2.4           Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be materially detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be materially detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private Placement Lock-Up Period, as the case may be.

ARTICLE III

COMPANY PROCEDURES

3.1           General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1        prepare and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2        prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority in interest of the Holders with Registrable Securities registered for resale on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3       prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s), if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriter(s) and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4        prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5        cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6        provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7        advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8        at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9        notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10        permit a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter(s) to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11        obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter(s) may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12        on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13        in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter(s) of such offering;

3.1.14        make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15        if the Registration involves the Registration of the resale of the Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in any Underwritten Offering; and

3.1.16        otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, in connection with such Registration.

3.2           Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3           Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4           Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5         Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.5         Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) neither Cantor nor its designees may exercise their rights under Sections 2.1 and 2.2 hereunder after five (5) and seven (7) after the effective date of the registration statement relating to the Company’s initial public offering, respectively, and (ii) Cantor may not exercise their rights under Section 2.1 more than one time.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1           Indemnification.

4.1.1        The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors, agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriter(s), their officers and directors and each person who controls such Underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2        In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriter(s), their officers, directors and each person who controls such Underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3        Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4        The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5        If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2, and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1           Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Endurance Acquisition Corp., 630 Fifth Avenue, 20^th Floor, New York, NY 10111, Attention: Richard Davis, Chief Executive Officer, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) calendar days after delivery of such notice as provided in this Section 5.1.

5.2           Assignment; No Third Party Beneficiaries.

5.2.1       This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2        Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee.

5.2.3        This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4        This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5        No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3           Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4        Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.5        Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the then outstanding Registrable Securities (which majority interest must include Cantor if such amendment or modification affects in any way the rights of Cantor hereunder), compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of capital shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6        Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register the offer, sale or resale of any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7        Term. This Agreement shall terminate with respect to any Holder on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and Article IV shall survive any termination.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

COMPANY:
ENDURANCE ACQUISITION CORP., a Cayman Islands exempted company
By:	/s/ Romeo Antonio Reyes
	Name:	Romeo Antonio Reyes
	Title:	Chief Financial Officer
HOLDERS:
ENDURANCE ANTARCTICA PARNTERS, LLC, a Cayman Islands limited liability company
By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Authorized Signatory
CANTOR FITZGERALD & CO.
By:	/s/ Sage Kelly
	Name:	Sage Kelly
	Title:	Senior Managing Director and Head of Investment Banking

[Signature Page to Registration Rights Agreement]

ANCHOR INVESTORS:

By:

Name:

Title:

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

/s/ Gary Dean Begeman

Gary Dean Begeman

/s/ Henry Edward Dubois

Henry Edward Dubois

/s/ Michael Eric Leitner

Michael Eric Leitner

/s/ Mitsui & Co., LTD

Mitsui & Co., LTD

By: Kazutomi Shigeeda

Its: General Manager, Space Business Dept.

/s/ Hideki Kato

Hideki Kato

/s/ Simon Cathcart

Simon Cathcart

[Signature Page to Registration Rights Agreement]

EX-4.6

Exhibit 4.6

September 14, 2021

Endurance Acquisition Corp.
630 Fifth Avenue, 20^th Floor

New York, NY 10111

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”) to be entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters 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 “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a 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 Units listed on the Nasdaq Capital Market. 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, Endurance Antarctica Partners, LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board of directors, management team and/or advisory board (each, an “Insider” and collectively, the “Insiders”), hereby severally (and not jointly and severally) 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 Shares 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 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 18 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 (the “Articles”), 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 10 business days thereafter, subject to lawfully available funds therefor, redeem 100% of the Ordinary Shares sold as part of the Units 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, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, 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, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agree to not propose any amendment to the Articles that would modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 18 months from the closing of the Public Offering, or with respect to any other provision 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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.

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 as a result of any liquidation of the Company with respect to the Founder 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 (x) 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 in the context of a tender offer made by the Company to purchase Ordinary Shares and (y) a shareholder vote to approve an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within 18 months of the closing of the Public Offering or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity (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 18 months from the closing of the Public Offering ).

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3.Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, 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 Underwriters, directly or indirectly, Transfer (or enter into any transaction that is designed to, or might reasonably be expected to, result in a Transfer (whether by actual disposition or effective economic disposition due to cash settlement or otherwise)), with respect to, any Units, Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, or publicly announce an intention to effect any such transaction; provided, however, that the foregoing does not apply to the forfeiture of any Founder Shares pursuant to their terms or any transfer of Founder Shares to any current or future independent director of the Company (as long as such current or future independent director transferee is subject to this Letter Agreement or executes an agreement substantially identical to the terms of this Letter Agreement, as applicable to directors and officers of the Company at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). The provisions of this paragraph will not apply 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.

4.In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other shareholders, members or managers of the Sponsor) 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, or any claim whatsoever) to which the Company may become subject as a result of any claim by (i) any third party for services rendered (other than the Company’s independent registered public accountants) or products sold to the Company or (ii) a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”); provided, however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent registered public accountants) or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share or (ii) such lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account, which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of any liability for such third party claims. The Sponsor 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 Sponsor, the Sponsor notifies the Company in writing that it shall undertake such defense. For the avoidance of doubt, none of the Company’s officers or directors will indemnify the Company for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.

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5.To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,000,000 Units within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit and surrender, for no consideration, a number of Founder Shares in the aggregate equal to the product of 750,000, multiplied by a fraction, (i) the numerator of which is 3,000,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which is 3,000,000. All references in this Letter Agreement to Shares of the Company being forfeited shall take effect as surrenders for no consideration of such Shares as a matter of Cayman Islands law. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters so that the Initial Shareholders will own an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering. To the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or share repurchase, redemption or share split or other appropriate mechanism, as applicable, immediately prior to the consummation of the Public Offering in such amount as to maintain the ownership of the Shares of the Initial Shareholders prior to the Public Offering at 20.0% of the Company’s issued and outstanding Shares upon the consummation of the Public Offering. In connection with such increase or decrease in the size of the Public Offering, (A) references to 3,000,000 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 shares included in the Units issued in the Public Offering and (B) the reference to 750,000 in the formula set forth in the immediately preceding sentence shall be adjusted to such number of Founder Shares that the Sponsor would have to return to the Company in order to hold (with all of the Initial Shareholders) an aggregate of 20.0% of the Company’s issued and outstanding Shares after the Public Offering.

6.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 injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

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7.(a)         The Sponsor and each Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, 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 or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).

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

(c)Notwithstanding the provisions set forth in paragraphs 3 and 7(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, the Sponsor, any members of the Sponsor, or any affiliates of the Sponsor; (b) in the case of an individual, transfers by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, transfers 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 an initial Business Combination; (g) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or operating agreement; or (h) in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization or other similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the initial Business Combination; provided, however, that, in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.

8.The Sponsor and each Insider represent and warrant 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. Each Insider’s questionnaire furnished to the Company is true and accurate in all respects. Each Insider represents and warrants that: 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; 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 he or she is not currently a defendant in any such criminal proceeding.

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9.Except as disclosed in, or as expressly contemplated by, the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, 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).

10.The Sponsor and each Insider has full right and power, without violating any agreement to which it, he or she 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 a director on the board of directors of the Company and hereby consents to being named in the Prospectus as an officer and/or a director of the Company.

11.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) “Shares” shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share, (or 5,000,000 shares if the over-allotment option is not exercised by the Underwriters) initially held by the Sponsor; (iv) “Initial Shareholders” shall mean the Sponsor and any other holder of Founder Shares immediately prior to the Public Offering; (v) “Private Placement Warrants” shall mean the warrants to purchase up to 6,630,000 Ordinary Shares (or 7,230,000 Ordinary Shares if the over-allotment option is exercised in full) that the Sponsor has agreed to purchase for an aggregate purchase price of $6,630,000 in the aggregate (or $7,230,000 if the over-allotment option is exercised in full), or $1.00 per warrant, 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 Warrants shall be deposited; and (viii) “Transfer” shall mean the (a) sale or assignment 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 (“Section 16”) of the Securities Exchange Act of 1934, as amended, 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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12.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 the Company, the Sponsor and each Insider that is the subject of any such change, amendment, modification or waiver.

13.Except as otherwise provided herein, 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.

14.Except as provided for in paragraph 6, nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity 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. Except as provided in paragraph 6, 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.

15.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.

16.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.

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17.This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 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.

18.Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party to this Letter Agreement (including, for the avoidance of doubt, any Insider with respect to any other Insider), and no party shall be liable or responsible for the obligations of another party, including, without limitation, indemnification obligations and notice obligations.

19.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 or other electronic transmission.

20.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, 2022; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation for a period of six years.

[Signature Page Follows]

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Sincerely,
ENDURANCE ANTARCTICA PARTNERS, LLC
By:	/s/ Chandra R. Patel
	Name: Chandra R. Patel
	Title: Authorized Signatory

[Signature Page to Letter Agreement]

/s/ Richard Charles Davis

Name: Richard Charles Davis

/s/ Romeo Antonio Reyes

Name: Romeo Antonio Reyes

/s/ Graeme Shaw

Name: Graeme Shaw

/s/ Chandra R. Patel

Name: Chandra R. Patel

[Signature Page to Letter Agreement]

/s/ Gary Dean Begeman    

Name: Gary Dean Begeman    

/s/ Henry Edward Dubois  

Name: Henry Edward Dubois  

/s/ Michael Eric Leitner

Name: Michael Eric Leitner      

/s/ Mitsui & Co., LTD

Name: Mitsui & Co., LTD

By: Kazutomi Shigeeda

Its: General Manager, Space Business Dept.

/s/ Hideki Kato

Name: Hideki Kato

/s/ Simon Cathcart

Name: Simon Cathcart

[Signature Page to Letter Agreement]

Acknowledged and Agreed:
ENDURANCE ACQUISITION CORP.
By:	/s/ Romeo Antonio Reyes
	Name: Romeo Antonio Reyes
	Title: Chief Financial Officer

[Signature Page to Letter Agreement]

EX-4.10

Exhibit 4.10

FORM OF WARRANT ASSUMPTION AGREEMENT

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“TopCo”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of September 14, 2021, and filed with the United States Securities and Exchange Commission on September 17, 2021 (the “Existing Warrant Agreement”);

WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;

WHEREAS, pursuant to the Existing Warrant Agreement, the Company issued (i) 7,630,000 warrants to the Sponsor and Cantor Fitzgerald & Co. (collectively, the “Private Placement Warrants”) to purchase the Company’s Class A Ordinary Shares, par value $0.0001 per share (“Class A Shares”), with each Private Placement Warrant being exercisable for one Class A Ordinary Share and with an exercise price of $11.50 per share, and (ii) 10,000,000 warrants as part of units to public investors in the Public Offering (the “Public Warrants” and together with the Private Placement Warrants, the “Warrants”) to purchase Class A Ordinary Shares, with each whole Public Warrant being exercisable for one Class A Ordinary Share and with an exercise price of $11.50 per share;

WHEREAS, on March 8, 2022, that certain Business Combination Agreement (the “BCA”) was entered into by and among the Company, SatixFy MS, a Cayman Islands exempted company (“Merger Sub”), and TopCo;

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS, pursuant to the provisions of the BCA, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct, wholly-owned subsidiary of TopCo. In accordance with the provisions of the BCA, each issued and outstanding ordinary share of the Company will be exchanged for one ordinary share of TopCo, par value NIS 0.01 per share (“TopCo Ordinary Shares”);

WHEREAS, upon consummation of the Merger, and as provided in Section 4.5 of the Existing Warrant Agreement, the Warrants will no longer be exercisable for Class A Shares but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for TopCo Ordinary Shares;

WHEREAS, the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the BCA will constitute a Business Combination (as defined in the Recitals of the Existing Warrant Agreement);

[Signature Page to Warrant Assumption Agreement]

WHEREAS, in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to TopCo and TopCo wishes to accept such assignment; and

WHEREAS, Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the rights of the Registered Holders thereunder.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

1.             Assignment and Assumption; Consent.

1.1.            Assignment and Assumption. The Company hereby assigns to TopCo all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Effective Time (as defined in the BCA) and TopCo hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Effective Time.

1.2.            Consent. The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to TopCo pursuant to Section ‎1.1 hereof effective as of the Effective Time, and the assumption of the Existing Warrant Agreement by TopCo from the Company pursuant to Section ‎1.1 hereof effective as of the Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.

2.             Amendment of Existing Warrant Agreement. The Company and the Warrant Agent hereby amend the Existing Warrant Agreement (including all Exhibits thereto) as provided in this Section ‎2, effective as of the Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section ‎2 are to provide for the delivery of Alternative Issuance pursuant to Section 4.5 of the Existing Warrant Agreement (in connection with the Merger) and are necessary or desirable and that such amendments do not adversely affect the rights of the Registered Holders thereunder.

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2.1.            Preamble. The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Endurance Acquisition Corp., a Cayman Islands exempted company” and replacing it with “SatixFy Communications Ltd, a limited liability company organized under the laws of the State of Israel”. As a result thereof, all references to the “Company” in the Existing Warrant Agreement (including Exhibits thereto) shall be references to SatixFy Communications Ltd. rather than Endurance Acquisition Corp.

2.2.            Reference to TopCo Shares. All references to “Ordinary Shares” in the Existing Warrant Agreement (including all Exhibits thereto) shall mean “SatixFy Communications Ltd. Ordinary Shares” or “ordinary shares in the share capital of SatixFy Communications Ltd.”

2.3.            Detachability of the Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following: “[INTENTIONALLY OMITTED”].

2.4.            References to Business Combination. All references to “Business Combination” in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the transactions contemplated by the Merger, and references to “the completion of the Business Combination” and all variations thereof in the Existing Warrant Agreement (including all Exhibits thereto) shall be references to the Merger Effective Time.

2.5.            Notice. The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:

SatixFy Communications Ltd.

12 Hamada St.,

Rehovot, 7670315

Israel

Attention: Yoav Leibovitch

Email:         yoav@satixfy.com

3.             Miscellaneous Provisions.

3.1.            Effectiveness of this Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger (as defined in the BCA) and shall automatically be terminated and shall be null and void if the BCA shall be terminated for any reason.

3.2.            Successors. All the covenants and provisions of this Agreement by or for the benefit of TopCo or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

3.3.            Severability. This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

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3.4.            Applicable Law. The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.5.            Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

3.6.            Counterparts. This 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.

3.7.            Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.8.            Entire Agreement. This Agreement and the Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:

[Signature Page to Warrant Assumption Agreement]

SATIXFY COMMUNICATIONS LTD.
By:
	Name:
	Title:

[Signature Page to Warrant Assumption Agreement]

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
	Name:
	Title:

[Signature Page to Warrant Assumption Agreement]

Consented to in accordance with Section 3.27 of the Underwriting Agreement between Endurance Acquisition Corp. and Cantor Fitzgerald & Co., dated as of September 14, 2021:
CANTOR FITZGERALD & CO.
By:
	Name:
	Title:

[Signature Page to Warrant Assumption Agreement]

EX-4.11

Exhibit 4.11

FORM OF WARRANT AGREEMENT

WARRANT AGREEMENT

between

SATIXFY COMMUNICATIONS LTD.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).

WHEREAS, on March 8, 2022, that certain Business Combination Agreement (the “Business Combination Agreement”) was entered into by and among the Company, Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and SatixFy MS, a Cayman Islands exempted company (“Merger Sub”);

WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, the Company and certain parties (the “Subscribers”) have entered into certain subscription agreements, dated as of March 8, 2022 (as amended or modified from time to time, collectively, the “Subscription Agreements”), pursuant to which, among other things, each Subscriber has agreed to subscribe for and purchase from the Company on the Closing Date (as defined in the Business Combination Agreement) concurrent with the Closing (as defined in the Business Combination Agreement), and the Company has agreed to issue and sell to each such Subscriber on the Closing Date concurrent with the Closing, an aggregate of 2,910,000 units (the “PIPE Units”), each PIPE Unit consisting of (i) one (1) ordinary share of the Company, par value NIS 0.01 per share (the “Ordinary Shares”) and (ii) one-half of one redeemable warrant (a “Warrant”) to be issued pursuant to this Agreement, for a purchase price of $10.00 per unit (the “Price Per Unit”) set forth in the applicable Subscription Agreement in exchange for the purchase price set forth therein, on the terms and subject to the conditions set forth in the applicable Subscription Agreement (the equity financing under all Subscription Agreements, collectively, hereinafter referred to as the “PIPE Financing”);

WHEREAS, each whole Warrant entitles the holder thereof to purchase one Ordinary Share of the Company for $11.50 per share, subject to adjustment as described herein. Only whole Warrants are exercisable. A holder of the Warrants will not be able to exercise any fraction of a Warrant;

WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, the Company, the SPAC and the Warrant Agent entered into that certain Assignment, Assumption and Amendment Agreement, dated as of [●], 2022 (the “Assignment, Assumption and Amendment Agreement”), pursuant to which the SPAC assigned to the Company all of the SPAC’s right, title and interest in and to that certain warrant agreement, dated as of September 14, 2021, by and among the SPAC, the Warrant Agent and the other parties thereto (the “Existing Warrant Agreement” and, as amended by the Assignment, Assumption and Amendment Agreement, the “Warrant Assumption Agreement”), as of the Effective Time (as defined in the Business Combination Agreement) and the Company assumed, and agreed to pay, perform, satisfy and discharge in full, as the same become due, all of the SPAC’s liabilities and obligations under the Warrant Assumption Agreement arising from and after the Effective Time. The warrants outstanding under the Warrant Assumption Agreement as of the date of this Agreement (the “Assumed Warrants”) include (i) 7,630,000 warrants issued, collectively, to Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company, and Cantor Fitzgerald & Co., bearing the legend set forth in Exhibit B thereto, to purchase Ordinary Shares (collectively, the “Private Placement Warrants”) and (ii) 10,000,000 warrants as part of units sold to public investors in connection with the SPAC’s initial public offering (the “Public Warrants”) of its Ordinary Shares, with each whole Private Placement Warrant and Public Warrant, after giving effect to the Warrant Assumption Agreement, being exercisable for one Ordinary Share and with an exercise price of $11.50 per share;

WHEREAS, pursuant to the terms of the Subscription Agreements, the Warrants shall be issued on the same terms and subject to the same limitations applicable to the Public Warrants as described in the Warrant Assumption Agreement and as provided herein, except that the Warrants (i) will bear a unique CUSIP identifier, (ii) will be subject to the resale restrictions and registration rights set forth in the Subscription Agreements and (iii) until registered with the Commission (as defined below) under an effective Registration Statement (as defined below), will bear the book-entry restrictive legend set forth in Exhibit B hereto;

WHEREAS, pursuant to the Subscription Agreements, and on the terms and conditions set forth therein, the Company has agreed to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) registering, among other things, the resale of the Ordinary Shares, the Warrants and the Ordinary Shares underlying the Warrants that comprise the PIPE Units, and to have the Registration Statement declared effective (any such date of effectiveness, the “Effectiveness Date”) as soon as practicable after the filing thereof;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

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NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1.             Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2.             Warrants.

2.1          Form of Warrant. Each Warrant shall be issued in registered form only in the form of Exhibit A hereto and shall contain the legend in Exhibit B hereto until disposed of pursuant to the Registration Statement after the Effectiveness Date.

2.2          Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3          Registration.

2.3.1          Warrant Register. The Warrant Agent shall maintain a register of the warrants in book-entry form (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in book-entry form in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. As soon as reasonably practicable following any sale of the Warrants pursuant to the Registration Statement after the Effectiveness Date, ownership of beneficial interests in such Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).

If the Depositary subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants, which shall be in the form annexed hereto as Exhibit A.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Company’s Board of Directors (the “Board”), Chief Executive Officer, President, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

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2.3.2          Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4          Detachability of Warrants. The Ordinary Shares and Warrants comprising the PIPE Units are not attached and may be sold or transferred separately without any instruction or detachment obligations on the part of the Subscriber, Company or the Warrant Agent.

2.5          No Fractional Warrants Other Than as Part of the PIPE Units. The Company shall not issue fractional Warrants other than as part of the PIPE Units, each of which is comprised of one Ordinary Share and one-half of one Warrant. If a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

3.             Terms and Exercise of Warrants.

3.1          Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided, that the Company shall provide at least three (3) Business Days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants. For purposes of this agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York or Tel-Aviv, Israel.

3.2          Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (i) commencing on the date that is thirty (30) days after the Closing (as defined in the Business Combination Agreement), and (ii) terminating at 5:00 p.m., New York City time, on the earliest to occur of: (x) the date that is five (5) years after the Closing and (y) 5:00 p.m., New York City time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement under the Securities Act or a valid exemption from registration being available. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to an Inapplicable Redemption), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

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3.3          Exercise of Warrants.

3.3.1          Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent with the subscription form, as set forth in the Warrant, duly executed, and by paying in full the Warrant Price for each full Ordinary Share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows:

(a)          in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;

(b)          [Reserved];

(c)          [Reserved];

(d)          as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or

(e)          as provided in Section 7.4 hereof.

3.3.2          Issuance of Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of Ordinary Shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or unless a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. Subject to Section 4.7, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder.

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3.3.3          Valid Issuance. All Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Company’s Amended and Restated Memorandum and Articles of Association, as amended from time to time, (the “Articles”) shall be validly issued, fully paid and non-assessable.

3.3.4          Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Ordinary Shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5          Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 20-F, report on Form 6-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

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4.             Adjustments.

4.1          Share Dividends.

4.1.1          In Split-Ups. If after the date hereof, and subject to the provisions of Section 4.7 below, the number of outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering to holders of the Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

4.1.2          Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s capital shares into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above or (b) Ordinary Cash Dividends (as defined below) (any non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of the PIPE Units in the Offering).

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4.2          Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.7 hereof, the number of outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Ordinary Shares.

4.3          Adjustments in Exercise Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Ordinary Shares so purchasable immediately thereafter.

4.4          [Reserved];

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4.5          Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of Ordinary Shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a report on Form 6-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.5, as applicable. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.6          Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, or 4.5, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

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4.7          No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Ordinary Shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.

4.8          Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Ordinary Shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.9          Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection with the transactions contemplated by the Business Combination Agreement. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

5.             Transfer and Exchange of Warrants.

5.1          Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2          Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

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5.3          Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the PIPE Units.

5.4          Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5          Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

6.             Redemption.

6.1          Redemption of Warrants for Cash. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration statement under the Securities Act covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).

6.2          Redemption of Warrants for Ordinary Shares. Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the outstanding Private Placement Warrants are also concurrently called for redemption on the same terms as the Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.

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Redemption Date (period to expiration of warrants)	Fair Market Value of Shares of Ordinary Shares
	≤10.00		11.00		12.00		13.00		14.00		15.00		16.00		17.00		≥18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. If the Exercise Price is adjusted pursuant to Section 4.1.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the Warrants be exercisable in connection with a Make-Whole Exercise for more than 0.361 Ordinary Shares per Warrant (subject to adjustment).

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6.3          Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (period lasting from such time until the Redemption Date, the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

6.4          Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or, if in connection with a redemption pursuant to Section 6.2 of this Agreement, on a “cashless basis” in accordance with such section) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

7.             Other Provisions Relating to Rights of Holders of Warrants.

7.1          No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2          Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

7.3          Reservation of Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4          Cashless Exercise at Company’s Option.

7.4.1          The Company has agreed in the Subscription Agreements, on the terms and conditions set forth therein, to, among other things, register the Warrants and the Ordinary Shares underlying the Warrants with the Commission. If any Registration Statement is not in effect at any time, holders of the Warrants shall be required to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the Subscription Agreements.

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7.4.2          Cashless Exercise at Company’s Option. If the Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they do not satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Warrants who exercise Warrants to exercise such Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Warrant under applicable blue sky laws to the extent an exemption is not available. Upon receipt of a notice of exercise for a cashless exercise the Company will promptly calculate and transmit to the Warrant Agent the number of Ordinary Shares issuable in connection with such cashless exercise and deliver a copy of the notice of exercise to the Warrant Agent, which shall issue such number of Ordinary Shares in connection with such cashless exercise.

8.             Concerning the Warrant Agent and Other Matters.

8.1          Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Ordinary Shares.

8.2          Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1          Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

14

8.2.2          Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.

8.2.3          Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3          Fees and Expenses of Warrant Agent.

8.3.1          Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2          Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4          Liability of Warrant Agent.

8.4.1          Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

15

8.4.2          Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, wilful misconduct, or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

8.4.3          Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and non-assessable.

8.5          Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.

8.6          Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9.             Miscellaneous Provisions.

9.1          Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2          Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

SatixFy Communications Ltd.
12 Hamada St.,

Rehovot, 7670315

Israel

Attention: Yoav Leibovitch

Email:  yoav@satixfy.com

16

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004
Attention: Compliance Department

9.3          Applicable Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Subject to applicable law, the Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

9.4          Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

17

9.5          Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by it.

9.6          Counterparts. This 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.

9.7          Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8          Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or correcting any mistake or defective provision contained herein or (ii) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of at least 50% of the then outstanding Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.

9.9          Severability. This 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 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 Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

Exhibit A – Form of Warrant Certificate

Exhibit B – Warrant Legend

18

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

SATIXFY COMMMUNICATIONS LTD.
By:
	Name:
	Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
	Name:
	Title:

[Signature Page to PIPE Warrant Agreement]

EXHIBIT A

Form of Warrant Certificate

[FACE]

Number

Warrants

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW

SATIXFY COMMUNICATIONS LTD.

A limited liability company incorporated under the laws of the State of Israel

CUSIP [●]

Warrant Certificate

This Warrant Certificate certifies that ___________, or registered assigns, is the registered holder of ___________ warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Ordinary Shares, par value NIS 0.01 (“Ordinary Shares”), of Satixfy Communications Ltd., a limited liability company incorporated under the laws of the State of Israel (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in US dollars, by bank wire or certified check (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional Ordinary Shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

The initial Exercise Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Warrant Agreement.

A-1

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

A-2

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

SATIXFY COMMUNICATIONS LTD.
By:
	Name:
	Title:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:
	Name:
	Title:

A-3

Form of Warrant Certificate

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2022 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

A-4

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

A-5

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive _____________ Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of SatixFy Communications Ltd. (the “Company”) in the amount of $____________ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of ___________________, whose address is _______________________ and that such Ordinary Shares be delivered to ___________________ whose address is _______________________. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________________, whose address is _______________________and that such Warrant Certificate be delivered to ___________________, whose address is _______________________.

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 6.2 of the Warrant Agreement, as applicable.

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of ___________________, whose address is _______________________and that such Warrant Certificate be delivered to ___________________, whose address is _______________________.

[Signature Page Follows]

A-6

Date: ___________________, 20__

(Signature)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).

A-7

EXHIBIT B

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND OTHER MATTERS AS SET FORTH IN A SUBSCRIPTION AGREEMENT BY AND AMONG SATIXFY COMMUNICATIONS LTD., A COMPANY ORGANIZED UNDER THE LAWS OF THE STATE OF ISRAEL (THE “COMPANY”), ENDURANCE ACQUISITION CORP., A CAYMAN ISLANDS EXEMPTED COMPANY, ENDURANCE ANTARCTICA PARTNERS, LLC, A CAYMAN ISLANDS LIMITED LIABILITY COMPANY AND THE SUBSCRIBER(S) THERETO (THE “SUBSCRIPTION AGREEMENT”), COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM COMPANY.

THIS SECURITY AND SHARES OF ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER THE SUBSCRIPTION AGREEMENT.”

B-1

EX-4.12

Exhibit 4.12

EXECUTION VERSION

AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”), is made as of March 8, 2022 by and among SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (registered number 516135035, the “Company”), Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”) and the Holders (as defined below) who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (including the Prior Agreement). Capitalized terms used and not otherwise defined herein will have the meaning given such terms in the Business Combination Agreement (as defined below).

W I T N E S S E T H :

WHEREAS, the Company and certain of the Holders are parties to that certain Shareholders’ Agreement dated as of May 12, 2020 (the “Prior Agreement”);

WHEREAS, Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (“EDNCU Holder”), SPAC and certain other parties thereto are parties to that certain Sponsor Letter Agreement, dated as of September 14, 2021, as amended (the “Previous Sponsor Agreement”, together with the Prior Agreement, the “Previous Agreements”);

WHEREAS, in connection with the consummation of the transactions (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of March 8, 2022, by and among the Company, SatixFy MS, a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and SPAC (the “Business Combination Agreement”), (x) each of the Holders party to the Prior Agreement and the Company desire that, effective upon the Closing (as defined below), the Prior Agreement shall be amended and restated in its entirety in the form of this Agreement and (y) each of the EDNCU Holder, SPAC and each of the Holders party to the Previous Sponsor Agreement desire that, effective upon the Closing, the Previous Sponsor Agreement shall be terminated and cancelled in its entirety and shall be of no further force and effect;

WHEREAS, the EDNCU Holder and its Permitted Transferees are subject to restrictions on Transfer and forfeiture as set forth in the Sponsor Letter Agreement;

WHEREAS, this Agreement is being executed concurrently with the entry into the Business Combination Agreement and will become effective upon the Closing (as defined below); and

WHEREAS, the Holders and the Company desire to set forth certain matters regarding the ownership of the shares of the Company as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations and warranties set forth herein, the parties hereby agree as follows:

1.            Affirmative Covenants.

1.1          Confidentiality. Each Holder agrees that any information obtained pursuant to this Agreement (including any information about any proposed registration or offering pursuant to Section ‎2) will not, without the prior written consent of the Company, be disclosed or used for any purpose other than the exercise of rights under this Agreement; provided, however, that disclosure of such information shall be permitted by any Holder as required by applicable law or on a confidential basis to its attorneys, accountants and other professionals and advisors to the extent necessary to obtain their services in connection with monitoring its investment in the Company or enforcement of its rights, and, in case of a corporate entity, to (x) its Affiliates other than with respect to information with respect to which such Affiliate has a conflict of interest and (y) to its and such Affiliates’ officers, directors, investors, employees, general partner (and the officers and directors thereof), attorneys, accountants and other professionals and advisors (collectively, “Representatives”) on a need-to-know basis; provided that each Holder shall be responsible for any breach of the terms of this Section 1.1 by any of its Representatives.

2.            Registration. The following provisions govern the registration of the Company's securities:

2.1          Definitions. As used herein, the following terms have the following meanings:

“Articles” means the articles of association of the Company, as amended from time to time;

“Antarctica Capital” means Antarctica Capital, LLC.

“Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York or Tel-Aviv, Israel.

“Catalyst” means CEL Catalyst Communications Ltd.

“EDNCU Lock-up Permitted Transferees” shall mean (a) (i) SPAC’s officers or directors, (ii) any direct or indirect controlled Affiliates or immediate family member of any of SPAC’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), (iii) any direct or indirect controlled Affiliates of the management company of Antarctica Capital that are not competitors of the Company or (iv) any Affiliates of Antarctica Capital that are employees of Antarctica Capital; (b) transferees by virtue of the Sponsor’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of the Sponsor; (c) transferees in connection with a bona fide gift or charitable contribution without consideration; (d) transferees with the written consent of the Company Board or (e) transferees in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (e) as approved by the Company Board or a duly authorized committee thereof, which results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any federal statute or code which is a successor thereto and the rules and regulations promulgated thereunder.

“Form S-1/F-1” means Form S-1 or Form F-1 under the Securities Act, as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC.

“Form S-3/F-3” means Form S-3 or Form F-3 under the Securities Act, as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Holder” means any holder of Ordinary Shares or options or warrants convertible into Ordinary Shares who is a party to or bound by this Agreement.

“Initiating Holders” means either (a) Holders of at least thirty percent (30%) in interest of the issued and outstanding Registrable Shares then held by all Holders (other than the EDNCU Holder and Catalyst), assuming for purposes of such determination the conversion of all shares convertible into Registrable Shares or (b) the EDNCU Holder, acting by itself, or (c) Catalyst, acting by itself.

“Joinder Agreement” means a joinder agreement, in substantially the form attached hereto as Exhibit A.

“Lock-up Period” shall mean with respect to the Holders (other than the EDNCU Holder and its EDNCU Lock-up Permitted Transferees) and their respective Lock-up Permitted Transferees, the period beginning on the date of the closing (the “Closing”) of the Business Combination (the “Closing Date”), and ending on the date that is one hundred and eighty (180) days following the Closing Date.

“Lock-up Shares” shall mean, with respect to the Holders (other than the EDNCU Holder and its EDNCU Lock-up Permitted Transferees) and their respective Lock-up Permitted Transferees, the Ordinary Shares held by such Holders immediately prior to the Closing (excluding, for the avoidance of doubt, (i) any Ordinary Shares that may be held by a Holder that is a broker dealer as part of its ordinary course trading and market activities and not for investment purposes and were not acquired directly from the Company, (ii) any Ordinary Shares purchased in a private placement in connection with the Business Combination or acquired in the public market following the Closing and (iii) any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other instrument held by the Holders as of immediately prior to the Closing (excluding, for the avoidance of doubt, SPAC Warrants and PIPE Warrants).

“party” means a party to this Agreement unless otherwise specified.

“PIPE Warrants” means the warrants to purchase Ordinary Shares issued pursuant to that certain Warrant Agreement, to be executed in connection with the Closing, by and among the Company and Continental Stock Transfer & Trust Company, a New York corporation.

“Register”, “registered” and “registration” refer to a registration effected by filing a Registration Statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such Registration Statement, or the equivalent actions under the laws of another jurisdiction.

“Registration Statement” shall mean any registration statement that covers Registrable Shares pursuant to the provisions of this Agreement, including the prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Registrable Shares” means (i) all Ordinary Shares (as such term is defined in the Articles) (the “Ordinary Shares”) owned by any Holder party hereto as of immediately after the Closing, including any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other securities or instruments issued or assumed by the Company and any Ordinary Shares issued to holders of Class A ordinary shares, par value US$0.0001 per share, of the SPAC in connection with the Business Combination at Closing and (ii) any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other securities or instruments issued or assumed by the Company to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company; provided that, (x) no Holder who holds Registrable Shares that remain (i) subject to restriction on Transfer as set forth in Section 4.1, (ii) subject to restriction on Transfer or forfeiture as set forth in the Sponsor Letter Agreement or (iii) held in escrow pursuant to that certain Unit Subscription Agreement (collectively, the “Sale Limited Securities”), shall have any right to have such Registrable Shares participate in (1) an offering pursuant to Section 2.2 (although such shares may be registered on any shelf registration pursuant to Section 2.2 so long as they are not transferred thereunder in violation of such restrictions) or (2) a registration or offering pursuant to Section 2.3, unless such restrictions lapse before the effectiveness of the Registration Statement, and (y) for the avoidance of doubt, any PIPE Warrants and Ordinary Shares purchased by the EDNCU Holder pursuant to that certain Unit Subscription Agreement, shall not be Registrable Shares hereunder but shall be entitled to the registration rights as set forth therein; provided, further, that, Ordinary Shares shall cease to be Registrable Shares (1) on the later of (x) as to any Holder (other than Catalyst) that holds more than 5% of then-outstanding Ordinary Shares, two years after the date of the Business Combination, as to Catalyst, when it owns less than 1% of the outstanding Ordinary Shares and (y) when they are freely saleable without registration by the Holder thereof pursuant to Rule 144 (without the need for any manner of sale requirement or volume limitation and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(i)(1) (or Rule 144(i)(2), if applicable)) or (2) when sold pursuant to Rule 144 or a Registration Statement.

“SEC” or “Commission” means the U.S. Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended or any federal statute or code which is a successor thereto and the rules and regulations promulgated thereunder.

“Shelf Registration” shall mean a registration of securities pursuant to a Registration Statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“SPAC Warrants” shall mean the warrants issued pursuant to that certain warrant agreement, dated as of September 14, 2021, by and among the SPAC, Continental Stock Transfer & Trust Company, a New York corporation, and the other parties thereto, as amended by the Warrant Assumption Agreement.

“Sponsor Interests” means the 3,570,000 Ordinary Shares and 6,630,000 privately issued SPAC Warrants (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) issuable at the Effective Time to the EDNCU Holder and its Permitted Transferees that are subject to restrictions on Transfer and forfeiture as set forth in the Sponsor Letter Agreement.

“Transfer” shall mean, directly or indirectly, the (x) sale or assignment 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 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 with respect to, any security, (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, or any other derivative transaction with respect to, any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

“Unit Subscription Agreement” shall mean that certain Unit Subscription Agreement, dated as of March 8, 2022, by and among the Company, the SPAC, the EDNCU Holder, Continental Stock Transfer & Trust Company, a New York corporation and the other parties thereto.

“Warrant Assumption Agreement” shall mean that certain Assignment, Assumption and Amendment Agreement, to be executed in connection with the Closing, by and among the Company, the SPAC and Continental Stock Transfer & Trust Company, a New York corporation.

2.2          Piggyback Registration. If the Company at any time (beginning upon (but excluding) the Closing Date) proposes to register any of its Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares or warrants issued to investors in a private placement (the “PIPE”) in connection with the Business Combination, (x) in a registration under Section 2.3, Section 2.4 or Section 2.5 of this Agreement, (y) a registration on Form F-8 or S-8 or (z) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement (a “Shelf Takedown”), it shall give written notice to all Holders of such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all Holders the opportunity to register the sale of such number of Registrable Shares as such Holders may request in writing. Upon the written request of any Holder given within fifteen (15) days after receipt of any such notice, the Company shall include in such registration or Shelf Takedown all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered. The Company shall, in good faith, cause such Registrable Shares to be included in such registration or offering and, if applicable, shall use its best efforts to cause the managing underwriter(s) of such registration to permit the Registrable Shares requested by the Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Shares in accordance with the intended method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing in good faith that the amount to be sold by persons other than the Company is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of selling shareholders to a number deemed satisfactory by such managing underwriter, provided that any shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) then, to the extent necessary, shares held by the Holders (other than Catalyst and the EDNCU Holder) pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders and (iii) then, to the extent necessary, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders; and provided, further, that in any event all Registrable Shares must be included in such registration or Shelf Takedown prior to any other shares of the Company (with the exception of shares to be issued by the Company to the public) and the number of Registrable Shares to be included in the offering shall not be reduced to below twenty five percent (25%) of the total number of securities included in such offering (divided among the Holders participating in the registration pursuant to the foregoing order of priority pro rata to the respective number of Registrable Shares requested to be included by each of such Holders). Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Shares in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

2.3          Demand Registration. At any time following the Closing, the Initiating Holders may request in writing that the Company shall file a Registration Statement with respect to the registration and resale of all or part of the Registrable Shares held by them, including without limitation on Form S-1/F-1 (a “Demand Registration”). As soon as practicable and in any event within ten (10) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such Demand Registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for as promptly as reasonably practicable; provided, however, that: (i) the Company shall not be required to effect any registration under this Section 2.3 (A) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and (B) within a period of ninety (90) days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; and (ii) the registration shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to be at least the lesser of (a) US$35,000,000 and (b) all remaining Registrable Securities (other than the Sale Limited Securities) owned by the requesting Holder. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed by the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration and the Company did not elect to delay or postpone such offering pursuant to Section 2.6, then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by the Holders (other than Catalyst or the EDNCU Holder if Catalyst or the EDNCU Holder was the Initiating Holder) pro rata to the respective number of Registrable Shares requested by such Holders to be included in the registration and thereafter, to the extent necessary, (iv) if Catalyst or the EDNCU Holder was the Initiating Holder, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders; provided, however, that (i) in any event all Registrable Shares must be included in such registration prior to any other shares of the Company, and (ii) if Holders other than Catalyst and the EDNCU Holder were the Initiating Holders, Catalyst or the EDNCU Holder, by written notice to the Company during the seven-day notice period set forth above, shall be entitled to be treated as the Initiating Holder instead, subject to the limitations on the number of their respective demand registrations set forth below. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2.3. The Company shall not be required to effect more than two (2) registrations under this Section 2.3 for Initiating Holders (other than the EDNCU Holder and Catalyst), the Company shall not be required to effect more than two (2) registrations under this Section 2.3 for which the EDNCU Holder is the Initiating Holder and the Company shall not be required to effect more than two (2) registrations under this Section 2.3 for which Catalyst is the Initiating Holder. A registration will not count as a requested registration under this Section unless and until the Registration Statement relating to such registration has been declared effective by the Commission.

2.4          S-1/F-1 Registration Statement. If the SEC publicly announces or informs the Company that Rule 144(i) applies to the Company, the following provision shall apply. The Company shall, as soon as practicable after such notice from the SEC, but in any event within thirty (30) days, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Shares held by any Holder, from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) on the terms and conditions specified in this Section 2.4 and shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective as expeditiously as possible after the filing thereof. The Registration Statement filed with the SEC pursuant to this Section 2.4 shall be on Form S-1/F-1, with respect to such Registrable Shares (the “Shelf”), and shall contain a prospectus in such form as to permit (subject to the Lock-up) the Holders to sell such Registrable Shares pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect), or such other means of distribution of Registrable Shares as the Holders may reasonably specify, at any time beginning on the effective date for such Registration Statement. The Company shall maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Shares included on such registration statement. The Company shall use its commercially reasonable efforts to convert the S-1/Form F-1 to a Form S-3/F-3 as soon as practicable after the Company is eligible to use Form S-3/F-3. A Registration Statement filed pursuant to this Section 2.4 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, any Holder. Subject to the second succeeding sentence, as soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.4, but in any event within three (3) business days from such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. The Holders may use such Form S-1/F-1 to dispose of their Registrable Shares on a non-underwritten basis, and, to the extent permissible under SEC rules, may utilize such Form S-1/F-1 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form S-1/F-1 as may be necessary to name such Holder therein as a selling shareholder and otherwise permit such Holder to sell Registrable Shares thereunder.

2.5          Form S-3/F-3 Registration. Following the Closing, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a Registration Statement on Form S-3/F-3 under the Securities Act. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3/F-3, and any related qualification or compliance, with respect to Registrable Shares, the Company shall within ten (10) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice. Thereupon, the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Holder or Holders joining in such request as are specified in a written request given within seven (7) days after receipt of such written notice from the Company. The Holders may use such Form S-3/F-3 to dispose of their Registrable Shares on a non-underwritten basis, and, to the extent permissible under SEC rules, may utilize such Form S-3/F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form S-3/F-3 as may be necessary to name such Holder therein as a selling shareholder and otherwise permit such Holder to sell Registrable Shares thereunder.

2.6          Suspension Periods. Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of a Registration Statement filed pursuant to Section 2.3, Section 2.4 and Section 2.5, and from time to time to require the Holders not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house legal counsel), would require additional disclosure by the Issuer in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential or is not available and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel (which may be in-house legal counsel), to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the effectiveness of such a Registration Statement on more than two (2) occasions of not more than forty-five (45) days each during any twelve (12)-month period.

2.7          Designation of Underwriter. In the case of any registration effected pursuant to Section 2.3, the Company and the holders of the majority of the Registrable Shares held by the Initiating Holders shall mutually designate the managing underwriter(s) in any underwritten offering and shall reasonably cooperate in making such designation.

2.8          Expenses. All expenses incurred in connection with any registration under Section 2.2, Section 2.3, Section 2.4 or Section 2.5 shall be borne by the Company (except as otherwise mentioned in Section 2.3 with respect to a withdrawn Demand Registration), provided that the selling Holders shall bear all underwriting discounts, selling commissions, and share transfer taxes applicable to the sale by them of the Registrable Shares, pro rata on the basis of the number of Registrable Shares registered on their behalf, and each Holder shall bear fees and disbursements of counsel for such Holder, except for the fees and disbursements of one U.S. counsel and one Israeli counsel (selected by the Holder(s) of a majority of the Registrable Shares included in such registration) for all selling Holders which shall be borne and paid by the Company.

2.9          Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Section 2:

2.9.1              The Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder and any underwriter (as defined in the Securities Act) for such Holder, and each person, if any, who controls (within the meaning of the Securities Act) the Holder or such underwriter, and directors, officers, employees and agents of any of them (each, an “Indemnified Person”) from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which such Indemnified Person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or included in any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading; or (iii) any violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder in connection with the registration. The Company will reimburse each such Indemnified Person, promptly upon demand, for any reasonable legal or attorney’s fees or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable to any Indemnified Person in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Indemnified Person specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 2.8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder, the underwriter or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder.

2.9.2              Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, each other Holder participating in such registration, any underwriter (as defined in the Securities Act) for the Company, or for any such other Holder, and each person, if any, who controls (within the meaning of the Securities Act) the Company or such underwriter or such other Holder, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter and/or such other Holder may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on: (i) any untrue or alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which shares were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Holder will reimburse the Company, each other Holder participating in such registration, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or attorney’s fees or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in conformity with written information furnished by such Holder specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 2.9.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

2.9.3              Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.9.1 or 2.9.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.9.1 or 2.9.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is or is reasonably expected to be a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 2.9.1 or 2.9.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and as soon as practicable and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

2.9.4              If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

2.9.5              Notwithstanding anything to the contrary hereunder, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification or contribution pursuant to this Section 2.9 from any person or entity who was not guilty of such fraudulent misrepresentation.

2.10        Obligations of the Company. Whenever required under this Section 2 to affect the registration of any Registrable Shares, the Company shall, as expeditiously as possible:

2.10.1            prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use its best efforts to cause such Registration Statement to become effective, and, upon the request of the holders of a majority of the Registrable Shares registered thereunder, keep such Registration Statement effective for a period of up to twelve (12) months (or in the case of any registration of Registrable Shares on Form S-3/F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such twelve (12) month period shall be extended, if necessary, to keep the Registration Statement effective until all Registrable Shares covered thereby have been sold).

2.10.2            subject to the suspension rights set forth in Section 2.3, 2.4 and 2.5, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement;

2.10.3            use commercially reasonable efforts to furnish to the Holders and the underwriters, if any, such numbers of copies of the prospectus, including a preliminary prospectus, and any amendments or supplements to such a prospectus, without charge to the holders of Registrable Shares included in such registration and in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them;

2.10.4            in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

2.10.5            notify each Holder of Registrable Shares covered by such Registration Statement and any underwriters, if any, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus, so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

2.10.6            cause all Registrable Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;

2.10.7            provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration;

2.10.8            furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the Registration Statement with respect to such securities becomes effective: (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares; and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares;

2.10.9            if requested by the managing underwriter or underwriters (if any), any Holder, or such Holder’s counsel, promptly incorporate in a prospectus supplement or post-effective amendment such information as such person requests to be included therein, including, without limitation, with respect to the shares being sold by such Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of an underwritten offering of the shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

2.10.10          make available to each Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent or representative retained by any such Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such Registration Statement;

2.10.11          otherwise cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any shares under this Agreement;

2.10.12          during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act; and

2.10.13          in the case of an underwritten offering involving gross proceeds in excess of US$50 million, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may reasonably be requested by the underwriter.

2.11        Obligations of Holders. Without limiting the foregoing, no Holder may participate in any underwritten offering hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company (in the case of a Shelf Takedown) or the Initiating Holders (in the case of a Demand Registration) and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights and performs its obligations under such agreements.

2.12        Assignment of Registration Rights. Any of the Holders may assign its rights to cause the Company to register Shares pursuant to this Section 2 to a transferee of all or any part of its Registrable Shares. The transferor shall, within twenty (20) days after such transfer, furnish the Company with written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned, and the transferee shall execute a Joinder Agreement as required by Section 5.4 below.

2.13        Public Information. At any time and from time to time following the Closing, the Company shall undertake to make publicly available and available to the Holders pursuant to Rule 144, such information as is necessary to enable the Holders to make sales of Registrable Shares pursuant to that Rule. The Company shall comply with the current public information requirements of Rule 144 and shall furnish thereafter to any Holder, upon request, a written statement executed by the Company as to the steps it has taken to so comply.

2.14        “Market Stand-off” Agreement. Each Holder agrees that it will not, without the prior written consent of the Company or the managing underwriter, during the period commencing on the date of the final prospectus used in connection with any underwritten offerings pursuant to Section 2 above by the Company in which the Company complied with Section 2, and ending on the date specified by the Company and the managing underwriter, such period not to exceed ninety (90) days following the closing of such underwritten offering: (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares (whether such shares or other securities are then owned by the Holder, or are thereafter acquired by the Holder, but excluding shares purchased in the offering and shares purchased following the offering that were not subject to underwriters’ lock-up); or (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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.14 shall not apply to (a) the sale of any shares to an underwriter pursuant to an underwriting agreement and shall be applicable to the Holders only if all Company's officers and directors and all Holders individually owning more than one percent (1%) of the Company's outstanding Ordinary Shares (on an as converted basis) shall be subject to similar restrictions or (b) activities of any Holder that is a broker dealer undertaken in the ordinary course of its business (other than with respect to the SPAC Warrants, PIPE Warrants or Ordinary Shares purchased in a private placement in connection with the Business Combination, in each case by such a broker dealer Holder for its own account for investment purposes). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.14 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. In addition, at the underwriters’ request, each Holder shall enter into a lock-up agreement in customary form reflecting the foregoing.

3.            Termination. This Agreement shall terminate upon the earlier of (i) upon the consummation of a Liquidation Event in which the Holders receive at the closing thereof cash or unrestricted marketable securities; or (ii) with respect to each Holder, such time as such Holder ceases to hold any Registrable Shares; provided, however, that the provisions of Section 1.1 and Section 2.9 shall continue and remain in full force and effect following the termination of this Agreement for whatever reason.

4.            Lock-up.

4.1          Lock-up. Subject to Section 4.2, all Holders (other than the EDNCU Holder and its EDNCU Lock-Up Permitted Transferees) agree that they shall not Transfer any Lock-up Shares or any instruments exercisable or exchangeable for, or convertible into, such Lock-up Shares until the end of the Lock-up Period (the “Lock-up”). For the avoidance of doubt, it is acknowledged and agreed that (i) the Sponsor Interests are subject to restriction on Transfer or forfeiture as set forth in the Sponsor Letter Agreement and not this Section 4, (ii) certain Sponsor Interests and Ordinary Shares held by Holders are held in escrow pursuant to that certain Unit Subscription Agreement, and (iii) such securities in (i) and (ii) may not be Transferred until any vesting conditions, as applicable, are satisfied (and in any case subject to any applicable lock-up restrictions) and, with respect to any such securities that are subject to an escrow obligation, if such obligation expires and such shares are released to the Holder. For the further avoidance of doubt, securities acquired by a Holder party hereto in open market transactions subsequent to the date hereof shall not be subject to the Lock-up.

4.2          Permitted Transfers. Notwithstanding the provisions set forth in Section 4.1, each Holder (other than the EDNCU Holder and its EDNCU Lock-Up Permitted Transferees) and its Lock-up Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) such Holder’s investors, officers or directors, (ii) any direct or indirect controlled Affiliates (as defined below) or immediate family members of such Holder’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), or (iii) any direct or indirect controlled Affiliates of the Holders (other than the EDNCU Holder) that are not competitors of the Company or any employees of any such Affiliates; (b) in the case of an individual, (i) by bona fide gift or charitable contribution without consideration, (ii) by virtue of laws of descent and distribution upon death of the individual and (iii) pursuant to a qualified domestic relations order; (c) by virtue of such Holder’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of such Holder; (d) in connection with a bona fide gift or charitable contribution without consideration; (e) with the written consent of the Board or (f) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (f) as approved by the Board or a duly authorized committee thereof, which results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date (collectively, the “Lock-up Permitted Transferees”); provided, however, that in the case of clauses (a) through (d) such Lock-up Permitted Transferee must execute a Joinder Agreement.

5.            Miscellaneous.

5.1          Effectiveness; Termination of Previous Agreements. This Agreement shall become effective as of the Closing and prior thereto shall be of no force or effect. If the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically be terminated and be of no force or effect, and each of the Previous Agreements shall remain in full force and effect in accordance with its terms with respect to the parties thereto. Effective as of the Closing, this Agreement shall supersede and replace in its entirety the terms and conditions of each Previous Agreement, which Previous Agreements shall be null and void and of no further force or effect.

5.2          Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

5.3          Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of New York without regard to the conflict of laws provisions thereof. Any dispute, legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise arising out of or relating to this Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any New York State or United States Federal court in The City of New York, Borough of Manhattan, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.4          Successors and Assigns; Assignment. Except as otherwise expressly limited herein (including Section 4.1), the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement, except for the right of the Holders to cause the Company to register Shares pursuant to Section 2 herein, may be assigned or transferred without the prior consent in writing of each party to this Agreement, with the exception of: (a) assignments and transfers of all or part of the Registrable Shares between the Holders; (b) assignments and transfers of all or part of the Registrable Shares from a Holder to any other entity which controls, is controlled by, or is under common control with, such Holder (each being an “Affiliate”); (c) as to any Holder which is a partnership, assignments and transfers of all or part of the Registrable Shares to its partners and to affiliated partnerships managed by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common control with, such management company or managing general partner; (d) assignments and transfers of all or part of the Registrable Shares by a Holder to any fund (or shareholder or partner of any such fund), or any beneficiary of an account or arrangement, managed by such Holder or by the general partner or managing entity of such Holder or by an affiliate thereof (the persons set forth in clauses (a)-(d), collectively, “Permitted Transferees”), or (e) assignment or transfer of all or part of the Registrable Shares by a Holder to a Permitted Transferee in accordance with the provisions of and subject to the limitations set forth in the Articles. Unless otherwise noted in the applicable Joinder Agreement, each Permitted Transferee shall be deemed a Holder.

5.5          Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof and supersede all prior agreements and understandings, both oral and written between the parties with respect to the subject matters of this Agreement, including the Previous Agreements. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Company and the Holders of at least 65% of the Registrable Shares held by the Holders (voting together as a single class or by consent of such required majority); provided that, in the event any such amendment or waiver would by its terms be disproportionate and adverse to the rights or obligations of the EDNCU Holder or Catalyst, the prior written consent of the EDNCU Holder or Catalyst, as the case may be, will also be required.

5.6          Notices, etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be telecopied or mailed by registered mail, postage prepaid, or prepaid air courier, or otherwise delivered by hand or by messenger, addressed to such party's address as set forth below:

If to the Company:

SatixFy Communications Ltd. 12 Hamada St., Rehovot, 7670315 Israel Attention:Yoav Leibovitch Email:   yoav@satixfy.com with a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York NY 10017 Attention: Lee Hochbaum Brian Wolfe Michael Kaplan Email: lee.hochbaum@davispolk.com brian.wolfe@davispolk.com michael.kaplan@davispolk.com and Gross & Co. 132 Derech Menachem Begin St. 1 Azrieli Center, Round Building Tel Aviv 6701101 Israel Attention: Richard J. Mann Email: rick@gkh-law.com

If to the Holders:

To the addresses set forth on Exhibit B.

or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 5.6 shall be effective (i) if mailed, five (5) business days after mailing, (ii) if by air courier, two (2) business days after delivery to the courier service, (iii) if sent by messenger, upon delivery, and (iv) if sent via facsimile or by email, upon transmission and, in the event of facsimile transmission, electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and, in the event of email transmission, in the absence of any reply indicating failure of delivery of the email. All communications shall also be sent by email.

5.7          Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.

5.8          Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

5.9          Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

5.10        Aggregation of Shares. Registrable Shares held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

5.11        Mutual Drafting. This Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

5.12        Additional Holders. Notwithstanding anything to the contrary contained herein, (i) if the Company issues additional Ordinary Shares following the date hereof, whether pursuant to a share purchase agreement or otherwise, any purchaser of such shares and (ii) any holder as of the date hereof of the Company’s Ordinary Shares that are restricted securities, in each case, may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed a “Holder” for all purposes hereunder. No action or consent by the Holders shall be required for such joinder to this Agreement by such additional Holder, so long as such additional Holder has executed a Joinder Agreement.

5.13        PFIC Information. At the request (and sole cost) of any requesting U.S. shareholders, the Company will use commercially reasonable efforts to retain a nationally recognized accounting firm to (i) determine whether the Company is a passive foreign investment company (a “PFIC”) under Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”), for its taxable year that includes the Closing Date or a future taxable year and (ii) if it is, (A) determine whether any of the Company’s subsidiaries is a PFIC and (B) provide the U.S. shareholder with the information intended to allow such U.S. shareholder to make a qualified electing fund election under Code Section 1293 with respect to the Company and/or its subsidiaries.

5.14        Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Catalyst, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to have registration rights senior to those held by Catalyst. For the avoidance of doubt, this section shall not apply to any registration rights provided in connection with the PIPE.

[Signature Page to Follow]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

SATIXFY COMMUNICATIONS LTD.
By:	/s/ Yoel Gat
Name:	Yoel Gat
Title:	Chief Executive Officer
By:	/s/ Yoav Leibovitch
Name:	Yoav Leibovitch
Title:	Chief Financial Officer

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

YOEL GAT

/s/ Yoel Gat

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

SIMONA GAT

/s/ Simona Gat

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

YOAV LEIBOVITCH

/s/ Yoav Leibovitch

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GARY BEGEMAN

/s/ Gary Begeman

HENRY DUBOIS

/s/ Henry Dubois

MICHAEL LEITNER

/s/ Michael Leitner

HIDEKI KATO

/s/ Hideki Kato

SIMON CATHCART

/s/ Simon Cathcart

MITSUI & CO., LTD

/s/ Kazutomi Shigeeda

By: Kazutomi Shigeeda

Its: General Manager of Space Business Dept.

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

ENDURANCE ACQUISITION CORP.

 

By:	/s/ Richard C. Davis
Name:	Richard C. Davis
Title:	Chief Executive Officer

ENDURANCE ANTARCTICA PARTNERS, LLC

By: ADP Endurance, LLC
Its: Managing Member
By:	/s/ Chandra R. Patel
Name:	Chandra R. Patel
Title:	Managing Director

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

DORON RAINISH

/s/ Doron Rainish

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

JUN XIANG

/s/ Jun Xiang

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GOLDEN ARIE HIGH TECH INVESTMENTS PTE
By:	/s/ Stephen Margolis
Name: Stephen Margolis
Title: Director

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GENE KLEINHENDLER 2001 LAW OFFICES LTD.
By:	[Signature illegible]
Name:
Title:

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

ZOHAR ZISAPEL

/s/ Zohar Zisapel

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

NACHUM HAI

/s/ Nachum Hai

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

MOSES HOLDINGS LLC
By:	/s/ Alfred H. Moses
Name: Alfred H. Moses
Title: Sole member

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

AMIT GILAT

/s/ Amit Gilat

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

ST ENGINEERING IDIRECT, INC.

/s/ Kevin Steen

Name: Kevin Steen

Title: President and CEO

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

CEL CATALYST COMMUNICATIONS LIMITED
By:	/s/ Yair Shamir
Name: Yair Shamir
Title: Managing Partner
By:	/s/ Sheng Yan Fan
Name: Sheng Yan Fan
Title: Managing Partner

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GLORY VENTURES INVESTMENTS FUND II L.P.
By:	/s/ Yang Guang
Name: Yang Guang
Title: Director

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

SIGNAL INTELLIGENCE INTERNATION LIMITED
By:	/s/ Jinping Wu
Name: Jinping Wu
Title: Director

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

MARK JACOBSEN

/s/ Mark Jacobsen

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

LIQUIDITY CAPITAL II LIMITED PARTNERSHIP
By:	/s/ Oshri Harari
Name: Oshri Harari
Title: COO & GC

By:	/s/ Udi Gvirts
Name: Udi Gvirts
Title: CFO & Deputy CEO

[Signature Page to A&R Shareholders’ Agreement]

Exhibit A

Form of Joinder Agreement

[Date]

Reference is hereby made to the Amended and Restated Shareholders’ Agreement, dated March 8, 2022 (the “IRA”), by and between SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Company”), and the Holders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the IRA.

Pursuant to Section 2.11 of the IRA, each of the undersigned hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, it shall be deemed to be a party to the IRA as if it were an original signatory thereto and hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of a party thereto as the case may be, under the IRA. All references in the IRA to the “Holders” or “EDNCU Holder”, as the case may be, shall hereafter include each of the undersigned and their respective successors, as applicable.

Each of the undersigned hereby agrees to promptly execute and deliver any and all further documents and take such further action as the Company, the Holders or any undersigned party may reasonably require to effect the purpose of this Joinder Agreement.

This Joinder Agreement shall be governed by and construed according to the laws of the State of New York, without regard to the conflict of laws provisions thereof. Any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise arising out of or relating to this Joinder Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any New York State or United States Federal court in The City of New York, Borough of Manhattan, and each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS JOINDER AGREEMENT.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date herein above set forth.

The Company:

SATIXFY COMMUNICATIONS LTD.

By:

Title:

[Permitted Transferees]:

[          ]

By:

20

EXHIBIT B

THE HOLDERS; ADDRESSES

Ordinary Shareholders Address With a copy to (which shall not constitute a service of process):

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EX-10.1

Exhibit 10.1

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2021 by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-259098) (the “Registration Statement”), including the prospectus therein (the “Prospectus”), for the initial public offering of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. and Truist Securities, Inc., as underwriters (the “Underwriters”); and

WHEREAS, as described in the Prospectus, $201,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $231,150,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property are referred to herein as the “Public Shareholders,” and the Public Shareholders and the Company are referred to herein, collectively, as the “Beneficiaries”); and

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $9,000,000, or $10,350,000 if the Underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and

WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

NOW THEREFORE, IT IS AGREED:

 1.            Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:

(a)       Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee located in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S.-chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;

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(b)               Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;

(c)               In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (or any successor rule), having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while funds are invested or uninvested, the Trustee may earn bank credits or other consideration;

(d)               Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such term is used herein;

(e)               As soon as practicable, notify the Company and the Underwriters of all communications received by the Trustee with respect to any Property requiring action by the Company;

(f)                Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;

(g)               Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

(h)               Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

(i)                 Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein;, or (y) upon the date which is eighteen (18) months after the closing of the Offering, or such later date as may be approved by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”), as it may be amended from time to time, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses and which interest shall be net of any taxes payable), shall be distributed to the Public Shareholders of record as of such date;

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(j)                 Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further, however, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill for the Company (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;

(k)               Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an amendment to the Company’s Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”) or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within twenty-four eighteen(2418) months from the closing of the Offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

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(l)                 Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j) or (k) above.

2.                  Agreements and Covenants of the Company. The Company hereby agrees and covenants to:

(a)               Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;

(b)               Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld; provided, further, that the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take action to mount such a defense. The Company may participate in such action with its own counsel;

(c)               Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until the Property is distributed to the Company pursuant to Sections 1(i) and 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A hereto and as may be provided in Section 2(b) hereof;

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(d)               In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;

(e)               Provide the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; 

(f)                Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Underwriters; and

(g)               Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement.

3.                  Limitations of Liability. The Trustee shall have no responsibility or liability to:

(a)               Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;

(b)               Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability arising out of the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct;

(c)               Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred and documented expenses incident thereto;

(d)               Refund any depreciation in principal of any Property;

(e)               Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;

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(f)                The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;

(g)               Verify the accuracy of the information contained in the Registration Statement;

(h)               Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

(i)                 File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;

(j)                 Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof; or

(k)               Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.

4.                  Trust Account Waiver. The Trustee has 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. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee 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.

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5.                  Termination; Replacement of Trustee. This Agreement shall terminate as follows:

(a)               If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing to replace the Trustee under this Agreement), the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account and any other reasonable transfer requests the Company may make, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;

(b)               At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b); or

(c)               If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the Trustee from the Company or Endurance Antarctica Partners, LLC, as applicable, for purposes of funding the Trust Account shall be promptly returned to the Company or Endurance Antarctica Partners, LLC, as applicable.

6.                  Miscellaneous.

(a)               The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s or its representatives’ gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket expense resulting from any error in the information or transmission of the funds.

(b)               This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

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(c)               This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i), 1(j) and 1(k) hereof (which may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated its election to redeem its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

(d)               The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.

(e)               Any notice, consent or request to be given in connection with any of the terms or provisions of this 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, by electronic mail or by facsimile transmission:

if to the Trustee, to:

Continental Stock Transfer & Trust Company
One State Street, 30^th Floor

New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com and

cgonzalez@continemtalstock.com

if to the Company, to:

Endurance Acquisition Corp.

630 Fifth Avenue, 20^th Floor

New York, NY 10111

Attn: Richard Davis, Chief Executive Officer

in each case, with copies to:

Morrison & Foerster LLP

250 West 55^th Street

New York, NY 10019

Attn: Larry P. Medvinsky 

Justin R. Salon

Andrew P. Campbell

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and

Cantor Fitzgerald & Co.

110 East 59th Street

New York, NY 10022

Attn.: Tristan Yapalater
 

Truist Securities, Inc.

3333 Peachtree Rd NE

Atlanta, GA 30326

Attn: Gregory Ogborn

and

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Stuart Neuhauser

(f)                This Agreement may not be assigned by the Trustee without the prior consent of the Company.

(g)               Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.

(h)               This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.

(i)                 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.

(j)                 Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriters are third party beneficiaries of this Agreement.

(k)               Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

[Signature Page Follows]

9

IN WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.

Continental Stock Transfer & Trust Company, as Trustee
By:	/s/ Francis Wolf
	Name: Francis Wolf
	Title: Vice President
ENDURANCE ACQUISITION CORP.
By:	/s/ Richard Davis
	Name: Richard Davis
	Title: CEO

[Signature Page to Investment Management Trust Agreement]

SCHEDULE A

Fee Item	Time and method of payment	Amount
Initial acceptance fee	Initial closing of the Offering by wire transfer.	$	3,500.00
Annual fee	First year fee payable at initial closing of the Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check.	$	10,000.00
Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	$	250.00
Paying Agent services as required pursuant to Sections 1(i) and 1(k)	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)		Prevailing rates

Sched. A-1

EXHIBIT A

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
One State Street, 30^th Floor

New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Endurance Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

In accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds into the above-referenced trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that Cantor Fitzgerald & Co. and Truist Securities, Inc. (the “Underwriters”) (with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Underwriters will earn any interest on such funds.

On the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written instruction signed by the Company and the Underwriters with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

In the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in the notice as soon thereafter as possible.

Very Truly Yours,
ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co. Truist Securities, Inc. as Underwriters

E-A

EXHIBIT B

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
One State Street, 30^th Floor

New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account Termination Letter

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Endurance Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September [●], 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association (“Articles”), as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Articles of the Company. Upon the distribution of all the funds, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

Very truly yours,
ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co. Truist Securities, Inc. as Underwriters

E-B

EXHIBIT C
[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
One State Street, 30^th Floor

New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account Tax Payment Withdrawal Instruction

Dear Mr. Wolf and Ms. Gonzalez:

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Endurance Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

 The Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:

[WIRE INSTRUCTION INFORMATION]

Very truly yours,
ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co. Truist Securities, Inc. as Underwriters

E-C

EXHIBIT D
[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company
One State Street, 30^th Floor

New York, NY 10004
Attn: Francis Wolf and Celeste Gonzalez

Dear Mr. Wolf and Ms. Gonzalez:

Re: Trust Account Shareholder Redemption Withdrawal Instruction

Pursuant to Section 1(l) of the Investment Management Trust Agreement between Endurance Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

The Company needs such funds to pay its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (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 Company’s public shares if it does not complete its initial Business Combination within such time as is described in the Company’s amended and restated memorandum and articles of association or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Shareholders in accordance with your customary procedures.

Very Truly Yours,

ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:

cc: Cantor Fitzgerald & Co.

Truist Securities, Inc. as Underwriters

E-D

EX-10.2

Exhibit 10.2 

FORM OF SHAREHOLDER SUPPORT AGREEMENT

COMPANY SHAREHOLDER SUPPORT AGREEMENT

THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 8, 2022, is entered into by and among Endurance Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).

RECITALS

WHEREAS, concurrently herewith, SPAC, SatixFy MS, a Cayman Islands exempt company and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and the Company are entering into a Business Combination Agreement substantially in the form attached hereto as Annex A (as amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”; capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement);

WHEREAS, immediately prior to the Closing Date, the Company Preferred Shares will be converted into Company Ordinary Shares, in accordance with the Governing Documents of the Company and, immediately following such conversion, the Company shall effect the issuance of bonus shares to the holders of each Company Ordinary Share that is issued and outstanding immediately prior to the Effective Time, such that immediately following such issuance each holder of Company Ordinary Shares immediately following consummation of the Merger (as defined below) shall hold an aggregate number of Company Ordinary Shares equal to the aggregate number of Company Ordinary Shares held by such holder immediately prior to the Merger multiplied by the Exchange Ratio calculated in accordance with Section 2.1(c) of the Business Combination Agreement (such issuance of bonus shares, together with the conversion of Company Preferred Shares, the “Capital Restructuring”);

WHEREAS, at the Effective Time, upon the terms and subject to the conditions of the Business Combination Agreement and in accordance with the applicable provisions of Companies Act, Merger Sub will merge with and into SPAC (the “Merger”), with SPAC continuing as the surviving company after the Merger, as a result of which SPAC will become a direct, wholly-owned subsidiary of the Company;

WHEREAS, as of the date hereof, the Shareholder is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) of and is entitled to vote [[●] Company Ordinary Shares, [●] Company Preferred A Shares, [●] Company Preferred B Shares, and [●] Company Preferred C Shares] (collectively, the “Owned Shares”; the Owned Shares and any additional Company Ordinary Shares and/or Company Preferred Shares (or any securities convertible into or exercisable or exchangeable for Company Ordinary Shares and/or Company Preferred Shares) in which the Shareholder has or acquires record or beneficial ownership after the date hereof, including by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, the “Covered Shares”); and

WHEREAS, as a condition and inducement to the willingness of SPAC to enter into the Business Combination Agreement, SPAC, the Company and the Shareholder are entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SPAC, the Company and the Shareholder hereby agree as follows:

1.             Consents; Agreement to Vote.

(a)             The Shareholder acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Shareholder hereby consents to (i) the consummation of the transactions contemplated by the Business Combination Agreement and the Ancillary Documents (as defined below), (ii) the termination of the Shareholders’ Agreement dated as of May 12, 2020 and waives any and all rights granted to it thereunder and (iii) the withholding of a number of Ordinary Shares to which the Shareholder is entitled in connection with the Pre-Closing Recapitalization as may be approved by the Board of Directors of the Company in connection with the transactions contemplated by the Business Combination Agreement, such Ordinary Shares to be withheld on a pro rata basis among the holders of the class(es) or series of the share capital of the Company and deposited into a separate escrow or trust account for potential transfer to one or more third party investors in the Company, including pursuant to the terms of the Subscription Agreements entered into concurrently with the Business Combination Agreement.

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(b)             Concurrently with the execution and delivery of this Agreement, the Shareholder irrevocably and unconditionally agrees to (i) vote (or cause to be voted, as applicable) the Covered Shares in favor of all of the matters, actions and proposals necessary to consummate the transactions contemplated by the Business Combination Agreement and the Ancillary Documents as defined in the Business Combination Agreement as amended, supplemented, restated or otherwise modified from time to time (the “Ancillary Documents”) (including, but not limited to, the Pre-Closing Recapitalization, the Merger and the Company Shareholder Proposals) at the Company Shareholders Meeting (including without limitation any class vote undertaken at any such meeting and at every adjournment or postponement thereof or in connection with any written action of the shareholders or otherwise), and (ii) when such meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present at the Company Shareholders Meeting for purposes of constituting a quorum. Without limiting the generality of the foregoing, prior to the Closing, (A) to the extent that it is necessary or advisable, in each case, as reasonably determined by the Company, for any matters, actions or proposals to be approved by the Shareholder in connection with, or otherwise in furtherance of, the transactions contemplated by the Business Combination Agreement or the Ancillary Documents (including, but not limited to, proposals for the approval and adoption of any amendments to the Shareholders’ Agreement, the PIPE Financing, the Debt Financing, the Backstop Financing, the employee stock purchase plan, the D&O insurance policy covering the Company’s directors and officers and indemnification agreements with the directors of the Company, in each case, in connection with the transactions contemplated by the Business Combination Agreement), the Shareholder shall (1) vote (or cause to be voted, as applicable) the Covered Shares in favor of or consent to or approve any such matters, actions or proposals promptly following written request thereof from the Company, as applicable, and (2) if applicable, cause the Covered Shares to be counted as present at any meeting of the Company Shareholders for purposes of constituting a quorum in connection with any vote contemplated by clause (1), (B) the Shareholder shall vote (or cause to be voted, as applicable) the Covered Shares against and withhold consent or approval with respect to (1) any Company Acquisition Proposal, (2) any proposals which are in competition with or materially inconsistent with, the Business Combination Agreement or any Ancillary Document, (3) any change in the present capitalization of the Company or any amendment of the Governing Documents of the Company, except to the extent expressly permitted under the Business Combination Agreement, (4) any liquidation, dissolution or other change in the Company’s corporate structure or business, or (5) any other matter, action or proposal that (I) results in or would reasonably be expected to result in (x) a breach of any of the Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any of the conditions to the Closing set forth in Article VI of the Business Combination Agreement not being satisfied, or (II) would, or would reasonably be expected to, prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or to prevent or materially delay or impair the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents; and (C) in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or otherwise sought in furtherance of any of the transactions contemplated by the Business Combination Agreement or any Ancillary Document (including the Debt Financing and the Backstop Financing), in each case as determined by the Company, vote, consent or approve (or cause to be voted, consented or approved) all of the Shareholder’s Covered Shares in favor thereof. The Shareholder irrevocably and unconditionally agrees to waive, release and forever discharge (i) any and all rights of first refusal, preemptive rights, rights of first offer, rights of first notice, participation, co-sale, anti-dilution, over-allotment, registration rights, any veto rights, rights of purchase, subscription or any other similar rights and any notice thereof as set forth and contained in the existing Articles of Association of the Company (the “Rights”), any other agreement, certificate, instrument, or document, and/or in accordance with applicable Law or otherwise and (ii) the performance or satisfaction of any and all obligations of the Company (or any of its Subsidiaries), its officers, directors, employees, agents or representatives in connection with the Rights. Such waiver shall be binding upon the Shareholder and his/her/its heirs, personal representatives, successors and assigns. The Shareholder agrees to terminate any investor rights agreements, side letters and similar agreements effective upon the closing of the transactions contemplated by the Business Combination Agreement, without any ongoing liability or obligation of the Company or any of its Subsidiaries.

(c)             Without limiting any other rights or remedies of SPAC or the Company, the Shareholder hereby irrevocably appoints the Company or any individual designated by the Company as the Shareholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place and stead of the Shareholder, to attend on behalf of the Shareholder any meeting of the Company Shareholders with respect to the matters described in Section 1(b) above, to include the Covered Shares in any computation for purposes of establishing a quorum at any such meeting of the Company Shareholders, to vote (or cause to be voted, as applicable) the Covered Shares or consent or approve (or withhold consent or approval, as applicable) with respect to any of the matters described in Section 1(b) above in connection with any meeting of the Company Shareholders, any action by written consent or any other approval by the Company Shareholders, in each case, in the event that (i) the Shareholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(b) above, (ii) any Proceeding is pending or threatened by or on behalf of the Shareholder or the Company that challenges or could impair the enforceability or validity of the covenants, agreements or obligations set forth in this Agreement or (iii) the Company notifies the Shareholder of its intent to exercise the proxy set forth in this Section 1(c).

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(d)             The proxy granted by the Shareholder pursuant to Section 1(c) above is coupled with an interest sufficient in law to support an irrevocable proxy and is granted in consideration for the Company entering into the Business Combination Agreement and agreeing to consummate the transactions contemplated thereby. The proxy granted by the Shareholder pursuant to Section 1(c) above is also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by the Shareholder and shall revoke any and all prior proxies granted by the Shareholder with respect to the Covered Shares. The vote, consent or approval by the proxyholder with respect to the matters described in Section 1(b) above shall control in the event of any conflict between such vote, consent or approval (or withholding of consent or approval, as applicable) by the proxyholder of the Covered Shares and a vote, consent or approval (or withholding of consent or approval, as applicable) by the Shareholder of the Covered Shares (or any other Person with the power to vote or provide consent or approval (or withhold consent or approval, as applicable) with respect to the Covered Shares) with respect to the matters described in Section 1(b) above. The proxyholder may not exercise the proxy granted pursuant to Section 1(c) above on any matter except for those matters described in Section 1(b) above. The proxy granted by the Shareholder pursuant to Section 1(c) above shall be valid for the duration of this Agreement.

2.             No Inconsistent Agreements. The Shareholder hereby covenants and agrees that the Shareholder shall not, at any time prior to the Termination Date (as defined below), (i) enter into any voting agreement or voting trust with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.

3.             Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and no party shall have any further obligations or liabilities under this Agreement, upon the earliest of (i) the Effective Time, (ii) the termination of the Business Combination Agreement in accordance with its terms or (iii) the time this Agreement is terminated upon the mutual written agreement of SPAC, the Company and the Shareholder (the earliest such date under clause (i), (ii) and (iii) being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections ‎10 to ‎23 below shall survive the termination of this Agreement; provided, further, that termination of this Agreement shall not relieve any party hereto from any liability for any willful breach of, or actual fraud in connection with, this Agreement prior to such termination.

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4.             Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Company and SPAC as to itself, as of the date hereof and as of the Closing, as follows:

(a)             The Shareholder is the sole record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or pursuant to the Governing Documents of the Company. As of the date hereof, other than the Owned Shares, the Shareholder does not own beneficially or of record any share capital of the Company (or any securities convertible into share capital of the Company).

(b)             The Shareholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Shareholder’s Covered Shares, (ii) has not entered into any voting agreement or voting trust or any other agreement or arrangement, including any proxy, consent or power of attorney, with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Shareholder’s Covered Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking.

(c)             (A) If the Shareholder is a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (B) if the Shareholder is not a natural person it (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the applicable Law of the jurisdiction of its organization, and (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and constitutes a valid and binding agreement of the Shareholder enforceable against the Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar applicable Law affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(d)             Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, if any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Shareholder from, or to be given by the Shareholder to, or be made by the Shareholder with, any Governmental Entity in connection with the execution, delivery and performance by the Shareholder of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement.

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(e)             The execution, delivery and performance of this Agreement by the Shareholder do not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by the Business Combination Agreement will not, constitute or result in (i) a breach or violation of, or a default under, the Governing Documents of the Shareholder (if the Shareholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Shareholder pursuant to any Contract binding upon the Shareholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section ‎‎4(d), under any applicable Law to which the Shareholder is subject or (iii) violate, or constitute a breach under, any Order or applicable Law to which the Shareholder or any of his, her or its properties or assets are subject or bound or (iv) any change in the rights or obligations of any party under any Contract legally binding upon the Shareholder, except, in the case of clause (ii), (iii) or (iv) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

(f)             As of the date of this Agreement, there is no action, proceeding or investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder’s Covered Shares, that would reasonably be expected to question the validity of this Agreement or to prevent or materially impair, enjoin or delay the ability of the Shareholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.

(g)             The Shareholder is a sophisticated shareholder and has adequate information concerning the business and financial condition of SPAC and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that none of SPAC, the Company or any other Person have made, and Shareholder has not relied upon, any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Shareholder acknowledges that the agreements contained herein with respect to the Covered Shares owned by the Shareholder are irrevocable.

(h)             The Shareholder understands and acknowledges that SPAC and the Company are entering into the Business Combination Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Shareholder contained herein.

(i)              No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby or by the Business Combination Agreement based upon arrangements made by or, to the knowledge of the Shareholder, on behalf of the Shareholder.

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(j)             There is no Order or Law issued by any court of competent jurisdiction or other Governmental Entity, or other legal restraint or prohibition relating to the Shareholder or any of his, her or its Affiliates that would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of his, her or its covenants, agreements or obligations under this Agreement in any material respect.

5.             Certain Covenants of the Shareholder. Except in accordance with the terms of this Agreement, the Shareholder hereby covenants and agrees as follows:

(a)             Prior to the Termination Date, the Shareholder shall not, and shall cause its Affiliates and Subsidiaries not to, shall not authorize its Representatives to, and shall use its reasonable best efforts to cause its and their respective Representatives not to, directly or indirectly, (i) solicit, initiate, knowingly encourage (including by means of furnishing or disclosing information), knowingly facilitate, approve, endorse, recommend, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) that constitutes, or may reasonably be expected to result in or lead to, a Company Acquisition Proposal (in each case, other than the Transactions, a “Company Business Combination Proposal”); (ii) furnish or disclose any non-public information about the Company to any Person in connection with, or that could reasonably be expected to lead to, a Company Business Combination Proposal (except that the Shareholder shall be permitted to disclose non-public information about the Company to its limited partners, members, or shareholders for the limited purpose of securing the corporate or other power and authority to execute and perform this Agreement, provided the Shareholder takes reasonable efforts to cause such Persons to comply with this Section ‎‎5(a)); (iii) enter into any Contract or other arrangement or understanding regarding a Company Business Combination Proposal; or (iv) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Shareholder shall (A) notify the Company and the SPAC promptly (and in any event within one Business Day) upon receipt by the Shareholder of any Company Business Combination Proposal, and describe the material terms and conditions of any such Company Business Combination Proposal in reasonable detail (including the identity of the Persons making such Company Business Combination Proposal) and (B) keep the Company and the SPAC reasonably informed on a current basis of any modifications or other material developments with respect to such Company Business Combination Proposal or information. The Shareholder also agrees that, immediately following the execution of this Agreement, the Shareholder shall, and shall cause its Affiliates and Subsidiaries to, and shall use its reasonable best efforts to cause its and their respective Representatives to, cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Representatives) conducted heretofore in connection with a Company Business Combination Proposal or with respect to any opposition to or competition with the consummation of the Merger.

Notwithstanding anything in this Agreement to the contrary, (i) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof), any Subsidiary of the Company, or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respect to any of the matters contemplated by this Section ‎‎5(a), (ii) the Shareholder makes no representations or warranties with respect to the actions of any of the Company Related Parties and (iii) any breach by the Company of its obligations under Section 5.6 of the Business Combination Agreement shall not be considered a breach of this Section ‎‎5(a) (it being understood for the avoidance of doubt that the Shareholder shall remain responsible for any breach by the Shareholder or its, his or her Representatives (other than any such Representative that is a Company Related Party) of this Section ‎‎5(a)).

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(b)             The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the Capital Restructuring, (i) sell, transfer, pledge, tender, grant, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger (including by conversion into securities or other consideration) by tendering into any tender or exchange offer, by gift, testamentary disposition, by operation of applicable Law, by encumbering or by using a derivative to transfer or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or enter into any Contract, option or other arrangement (including profit sharing agreement) with respect to the Transfer of any of the Shareholder’s Covered Shares; (ii) publicly announce any intention to effect any transaction specified in clause (i); or (iii) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or prevent or materially delay or impair the Shareholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby; provided, however, that nothing herein shall prohibit a Transfer to a Permitted Transferee (as defined in the Governing Documents) (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Permitted Transfer, the Permitted Transferee agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of the Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Permitted Transfer shall not relieve the Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section ‎‎5(b) with respect to the Shareholder’s Covered Shares shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Shareholder.

(c)             The Shareholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered office of the Company.

(d)             The Shareholder hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Shareholder shall be bound by and comply with Section 5.3 (Confidentiality; Access to Information) and Section 5.4 (Public Announcement) of the Business Combination Agreement (and any relevant definitions contained in such sections) as if the Shareholder was an original signatory to the Business Combination Agreement with respect to such provisions.

6.             Further Assurances. From time to time, at the Company and the SPAC’s mutual request and without further consideration, the Shareholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions and consummate the transactions contemplated by this Agreement. The Shareholder further agrees not to commence or participate in, and to take all actions necessary to opt out of any class action with respect to, any action or claim, derivative or otherwise, against SPAC, the Sponsor, the Company or any of their respective Affiliates, successors and assigns relating to the negotiation, execution or delivery of this Agreement, the Business Combination Agreement or the consummation of the transactions contemplated hereby and thereby (including the Capital Restructuring), including, but not limited to, allegations of a breach of any fiduciary duty of any Person in connection with the evaluation, negotiation or entry into the Business Combination Agreement.

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7.             Disclosure. The Shareholder hereby authorizes the Company and SPAC to publish and disclose in any announcement or disclosure required by the SEC (or as otherwise required by any applicable securities laws or any other securities authorities), or include in any document or information required to be filed with or furnished to the SEC or the NYSE or NASDAQ, the Shareholder’s identity and ownership of the Covered Shares and the nature of the Shareholder’s obligations under this Agreement and, if deemed appropriate by the Company or SPAC, a copy of this Agreement. The Shareholder will promptly provide any information reasonably requested by the Company or SPAC for, and will otherwise use commercially reasonable efforts to obtain any approval required in connection with, any regulatory application or filing made or approval sought in connection with the transactions contemplated by the Business Combination Agreement (including filings with the SEC or NASDAQ), including the PIPE Financing.

8.             [Reserved].

9.             Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by SPAC, the Company and the Shareholder. Any party to this Agreement may, at any time prior to the Termination Date, waive any of the terms or conditions of this Agreement, or agree to an amendment or modification to this Agreement in the manner contemplated by this Section 9 or Section 10, as applicable.

10.           Waiver. No failure or delay by any party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

11.           Notices. All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established by the sender as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c) on the date sent, if sent by email, to the addresses below; or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:

if to the Company or SPAC following the Closing, to:

SatixFy Communications Ltd.

12 Hamada St.,

Rehovot, 7670315

Israel

Attention:     Yoav Leibovitch

Email:             yoav@satixfy.com

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with copies (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York NY 10017

Attention: Lee Hochbaum
Brian Wolfe
Michael Kaplan

Email:            lee.hochbaum@davispolk.com brian.wolfe@davispolk.com

michael.kaplan@davispolk.com

and

Gross & Co.

132 Derech Menachem Begin St.

1 Azrieli Center, Round Building

Tel Aviv 6701101

Israel

Attention:      Richard J. Mann

Email:              rick@gkh-law.com

if to SPAC prior to the Closing, to:

Endurance Acquisition Corp.
630 Fifth Avenue, 20^th Floor

New York, NY 10111

Attention:      Richard C. Davis

Email:              rdavis@enduranceacquisition.com

with copies (which shall not constitute notice) to:

Morrison & Foerster LLP

250 West 55^th Street

New York, NY 10019

Attention:      Larry Medvinsky and David Slotkin

Email:              lmedvinsky@mofo.com

dslotkin@mofo.com

Meitar | Law Offices
16 Abba Hillel Road
Ramat Gan 52506, Israel
Attention:      Clifford M. J. Felig
Email:              cfelig@meitar.com

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If to the Shareholder, to such address indicated on the Company’s records with respect to the Shareholder or to such other address or addresses as the Shareholder may from time to time designate in writing.

12.           No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in SPAC any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares of the Shareholder. All rights, ownership and economic benefits of and relating to the Covered Shares of the Shareholder shall remain vested in and belong to the Shareholder, and SPAC shall have no authority to manage, direct, restrict, regulate, govern or administer any of the policies or operations of Company or exercise any power or authority to direct the Shareholder in the disposition of any of the Shareholder’s Covered Shares, except as otherwise provided herein.

13.           Entire Agreement. This Agreement, the Business Combination Agreement and the Ancillary Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. No representations, warranties, covenants, understandings, agreements, oral or otherwise, with respect to the subject matter contemplated by this Agreement exist between the parties hereto except as expressly set forth or referenced in this Agreement and the Business Combination Agreement. In the event of any inconsistency, conflict, or ambiguity as to the rights and obligations of the parties hereto under this Agreement and the Business Combination Agreement, the terms of this Agreement shall control and supersede any such inconsistency, conflict or ambiguity.

14.           No Third-Party Beneficiaries. The Shareholder hereby agrees that its representations, warranties and covenants set forth herein are solely for the benefit of SPAC and the Company in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

15.           Governing Law and Venue; Service of Process; Waiver of Jury Trial.

(a)             This Agreement and any action, suit, dispute, controversy or claim arising out of this Agreement, or the validity, interpretation, breach or termination of this Agreement, shall be governed by and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof.

(b)             Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of the Chancery Court of the State of Delaware, or, if such court declines jurisdiction, then to any federal court located in Wilmington, Delaware or any appellate court therefrom in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon them in any manner authorized by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Each of the parties hereto and any Person asserting rights as a third-party beneficiary may do so only if he, she or it hereby waives, and shall not assert as a defense in any legal dispute, that: (i) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (ii) such Proceeding may not be brought or is not maintainable in such court; (iii) such Person’s property is exempt or immune from execution; (iv) such Proceeding is brought in an inconvenient forum; or (v) the venue of such Proceeding is improper. Each of the parties hereto and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise. Each of the parties hereto hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎‎11. Notwithstanding the foregoing in this Section ‎‎15, any party hereto may commence any action, claim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

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(c)             TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM RELATING THERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, NO PARTY HERETO NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

16.             Assignment; Successors. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section ‎‎16 shall be null and void, ab initio.

17.             Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then only with respect to the specific obligations set forth herein with respect to such party. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any named party to this Agreement and (b) no past, present or future director, officer, employee, incorporator, member, partner, shareholder, affiliate, agent, attorney, advisor or representative or affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants, agreements or other obligations or liabilities of any one or more of SPAC, the Company or the Shareholder under this Agreement of or for any claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

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18.           Enforcement. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Shareholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at applicable Law or that an award of specific performance is not an appropriate remedy for any reason at applicable Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section ‎18 shall not be required to provide any bond or other security in connection with any such injunction.

19.            Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable Law, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

20.           Counterparts. This Agreement and any amendment hereto may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any amendment hereto by electronic means, including docusign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any amendment hereto.

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21.           Interpretation and Construction. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. References to Sections are to Sections of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders of such term. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute as amended and to any rules or regulations promulgated thereunder. References to any person include the successors and permitted assigns of that person. References from or through any date mean, unless otherwise specified, from and including such date or through and including such date, respectively. In the event 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 by virtue of the authorship of any of the provisions of this Agreement.

22.           Capacity as a Shareholder. Notwithstanding anything herein to the contrary, the Shareholder signs this Agreement solely in the Shareholder’s capacity as a shareholder of the Company, and not in any other capacity, and this Agreement shall not limit or otherwise affect the actions of the Shareholder or any affiliate, employee or designee of the Shareholder or any of its affiliates in his or her capacity, if applicable, as an officer or director of the Company or any other Person. The Shareholder shall not be liable or responsible for any breach, default, or violation of any representation, warranty, covenant or agreement hereunder by any other shareholder that is entering into a similar Agreement.

23.           Trust Account Waiver. The Shareholder agrees that he, she or it shall be subject to the terms and conditions of Section 8.18 (‘Trust Account Waiver’) of the Business Combination Agreement as though the Shareholder were the Company thereunder and that Section 8.18 (as so modified) is hereby incorporated into this Agreement, mutatis mutandis.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized) as of the date first written above.

ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:
SATIXFY COMMUNICATIONS LTD.
By:
	Name:
	Title:

[Signature Page to Company Shareholder Support Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized) as of the date first written above.

[SHAREHOLDER]
By:
	Name:
	Title:

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EX-10.3

Exhibit 10.3

EXECUTION VERSION

SPONSOR LETTER AGREEMENT

This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 8, 2022, is made by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). The Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, the Sponsor holds 3,570,000 Class B ordinary shares of the SPAC, par value $0.0001 per share (the “Class B Shares”), and 6,630,000 privately issued warrants of the SPAC, each of which allows the Sponsor to purchase one Class A ordinary share of SPAC (the “Class A Shares”) at a price of $11.50 per Class A Share (the “Private Sponsor Warrants”);

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the SPAC, the Company and certain other Persons entered into that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”) pursuant to which the SPAC will become a subsidiary of the Company on terms and conditions set forth therein;

WHEREAS, in connection with the Business Combination Agreement, the 3,570,000 Class B Shares held by the Sponsor will be converted into 3,570,000 Company Ordinary Shares (the “Sponsor Shares”), and the 6,630,000 Private Sponsor Warrants held by the Sponsor will be converted into 6,630,000 warrants of the Company, each of which allows the holder to purchase one Company Ordinary Share at a price of $11.50 per Company Ordinary Share (the “Assumed Warrants” and, together with the Sponsor Shares and the Company Ordinary Shares underlying the Assumed Warrants, the “Sponsor Interests”), in each case on the terms and conditions set forth therein; provided, for the avoidance of doubt, in the event of any equity dividend or distribution, or any change in the equity interests of the Company by reason of any equity dividend or distribution, equity split, reverse stock-split, consolidation of shares, recapitalization, combination, conversion, exchange of equity interests or the like, the term “Sponsor Interests” shall be deemed to refer to and include the Sponsor Interests as well as all such equity dividends and distributions and any securities into which or for which any or all of the Sponsor Interests may be changed or exchanged or which are received in such transaction; and

WHEREAS, the Business Combination Agreement contemplates that the Parties will enter into this Agreement concurrently with the entry into the Business Combination Agreement by the parties thereto, pursuant to which, among other things, the Sponsor will agree to (a) vote in favor of approval of the Business Combination Agreement and the transactions contemplated thereby and (b) subject the Sponsor Interests to certain Transfer restrictions and vesting provisions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:

1. Agreement to Vote. The Sponsor hereby agrees it will (i) vote at any meeting of the shareholders of SPAC, and in any action by written resolution of the shareholders of the SPAC, all of the Class B Shares held by the Sponsor and any other Equity Securities of the SPAC (x) that the Sponsor holds of record or beneficially as of the date of this Agreement or (y) of which the Sponsor acquires record or beneficial ownership after the date hereof (collectively, the “Subject SPAC Equity Securities”) in favor of the SPAC Transaction Proposals and each other proposal related to the Transactions included on the agenda for the special meeting of shareholders of the SPAC relating to the Transactions, (ii) when such meeting of shareholders is held, appear at such meeting or otherwise cause the Subject SPAC Equity Securities to be counted as present thereat for the purposes of establishing a quorum and (iii) vote all the Subject SPAC Equity Securities beneficially owned by it against any action that would reasonably be expected to materially impede, interfere with, delay, postpone or adversely affect the Transactions or any of the other transactions contemplated by the Business Combination Agreement or result in a breach of any covenant, representation or warranty or other obligation or agreement of the SPAC under the Business Combination Agreement or result in a breach of any covenant or other obligation or agreement of the Sponsor contained in this Agreement. The obligations of the Sponsor specified in this Section 1 shall apply whether or not the Transactions or any action described above is recommended by the SPAC Board or the SPAC Board has effected a SPAC Change in Recommendation.

CONFIDENTIAL

2. Transfer of Shares Prior to the Effective Time.

(a) The Sponsor hereby agrees that it shall not, directly or indirectly, either voluntarily or involuntarily, (i) Transfer any of its Subject SPAC Equity Securities, (ii) except for this Agreement and as set forth on Schedule 9(e) hereto, deposit any of its Subject SPAC Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of its Subject SPAC Equity Securities, (iii) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any of its Subject SPAC Equity Securities, (iv) engage in any hedging or other similar transaction with respect to its Subject SPAC Equity Securities or (v) take any action that would have the effect of preventing or materially delaying the performance of its obligations hereunder; provided, however, that the foregoing shall not apply to any Transfer to (w) SPAC’s officers or directors, (x) any direct or indirect controlled Affiliates or immediate family member of any of SPAC’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), (y) any direct or indirect controlled Affiliates of Antarctica Capital, LLC, a Delaware limited liability company (“Antarctica Capital”) that are not competitors of the Company or (z) any Affiliates of Antarctica Capital that are employees of Antarctica Capital (each, a “Pre-Closing Permitted Transferee”); provided, further, that any transferee of any Transfer of the type set forth immediately preceding proviso must execute a Joinder Agreement (as defined in the Amended and Restated Shareholders’ Agreement, dated as of even date herewith, between, among others, the Company, SPAC’s directors, officers and advisors, certain SPAC shareholders, certain Company Shareholders (as defined therein) and the Sponsor (the “Shareholders’ Agreement”)) as if it were the “EDNCU Holder” thereunder and enter into a written agreement in form and substance reasonably satisfactory to the Company agreeing to be bound by this Agreement as if it were the Sponsor hereunder prior to the occurrence of such Transfer. The Sponsor acknowledges it is bound by, and shall comply with the terms of, the Shareholders’ Agreement. For purposes of this Agreement, “Transfer” shall mean, directly or indirectly, the (x) sale, transfer, pledge, encumbrance, disposition (including by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by gift, by testamentary disposition, by operation of applicable Law, by encumbering or by using a derivative to transfer or otherwise), or assignment of, offer to sell, contract or agreement to sell, grant of any option to purchase or otherwise dispose of or agreement to dispose of 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 with respect to, any security, (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, or any other derivative transaction with respect to, any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y). For the purposes of this Agreement, “Affiliate” of an entity means any entity which controls, is controlled by, or is under common control with such entity.

(b) In furtherance of the foregoing, SPAC hereby agrees to (i) place a revocable stop order on all Subject SPAC Equity Securities subject to Section 2(a), including those which may be covered by a registration statement, and (ii) notify SPAC’s transfer agent in writing of such stop order and the restrictions on such Subject SPAC Equity Securities under Section 2(a) and direct SPAC’s transfer agent not to process any attempts by the Sponsor to Transfer any Subject SPAC Equity Securities except in compliance with Section 2(a); for the avoidance of doubt, the obligations of SPAC under this Section 2(b) shall be deemed to be satisfied by the existence of any similar stop order and restrictions currently existing on the Subject SPAC Equity Securities.

(c) The Sponsor agrees that, unless and until this Agreement is terminated in accordance with its terms, the Sponsor shall not redeem any Subject SPAC Equity Securities in connection with any shareholder approval of the Transactions.

CONFIDENTIAL

3.  Lock-up.

(a) Subject to Section 3(b), the Sponsor agrees that no Sponsor Interests held by the Sponsor or its Lock-Up Permitted Transferees shall be Transferred (excluding, for the avoidance of doubt, any (i) transfers of Ordinary Shares into any escrow or trust account for potential transfer to investors in accordance with the terms of this Agreement, the Subscription Agreements or the Business Combination Agreement or (ii) Ordinary Shares purchased in a private placement or secondary transaction in connection with the consummation of the Business Combination or acquired in the public market following the Closing) (collectively, the “Lock-up Interests”) or any instruments exercisable or exchangeable for, or convertible into, any of the foregoing until the date that is one hundred and eighty (180) days after the Closing Date (the “Lock-up”). It is acknowledged and agreed that, in addition to the restrictions hereunder, the unvested Sponsor Interests are subject to the vesting conditions under Section 4 hereof, and may not be Transferred until the vesting conditions with respect to such unvested Sponsor Interests are satisfied (and in any case subject to the Lock-up hereunder). It is acknowledged and agreed further that, for the avoidance of doubt, any Price Adjustment Shares issued pursuant to Section 2.10 of the Business Combination Agreement may not be Transferred until the vesting conditions in Section 2.10 of the Business Combination Agreement with respect to such Price Adjustment Shares are satisfied (and in any case subject to the Lock-up hereunder).

(b) Notwithstanding the provisions set forth in Section 3(a), the Sponsor and its Lock-up Permitted Transferees may Transfer the Lock-up Interests during the Lock-up Period (a) to any Pre-Closing Permitted Transferee; (b) by virtue of the Sponsor’s registration statement or limited liability company agreement or Pre-Closing Permitted Transferee’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of the Sponsor or such Pre-Closing Permitted Transferee; (c) in connection with a bona fide gift or charitable contribution without consideration; (d) with the written consent of the Company Board or (e) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (e) as approved by the Company Board or a duly authorized committee thereof, which results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing Date (collectively, the “Lock-up Permitted Transferees”); provided, however, that in the case of clauses (a) through (c) such Lock-up Permitted Transferee must execute a Joinder Agreement (including, for the avoidance of doubt, agreeing to be bound by Section 4(e) of this Agreement).

4. Vesting. Notwithstanding anything to the contrary in the Business Combination Agreement, the Sponsor hereby agrees to the following:

(a) If Aggregate Transaction Proceeds immediately prior to the Effective Time are equal to or greater than US$115 million but less than US$145 million, then up to 10% of the Sponsor Interests (subject to pro rata linear interpolation) shall be subject to the vesting provisions set forth in this Section 4(a). In addition, if the Aggregate Transaction Proceeds at the Closing Date are less than US$115 million, then an additional 30% of the Sponsor Interests (i.e., a total of up to 40% in the aggregate) (collectively with the 10% portion of the Sponsor Interests, being 10% of the Founder Shares and 10% of the Assumed Warrants, described in the previous sentence, the “Unvested Sponsor Interests”) shall be subject to the vesting provisions set forth in this Section 4(a). Any Sponsor Interests that are not Unvested Sponsor Interests shall be considered fully vested as of the Closing Date. The Sponsor agrees that it shall not Transfer any Unvested Sponsor Interests prior to the date such Unvested Sponsor Interests vest pursuant to this Section 4.

(i) If, at any time during the five (5) years following the Closing Date (the “Measurement Period”), the VWAP of the Company Ordinary Shares equals or exceeds US$12.50 per share for any seven (7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date (the date when the foregoing is first satisfied, the “First Unvested Sponsor Interests Achievement Date”), then one-third of the Unvested Sponsor Interests owned by the Sponsor shall vest on the First Unvested Sponsor Interests Achievement Date.

(ii) If, at any time during the Measurement Period, the VWAP of the Company Ordinary Shares equals or exceeds US$14.00 per share for any seven (7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date (the date when the foregoing is first satisfied, the “Second Unvested Sponsor Interests Achievement Date”), then one-third of the Unvested Sponsor Interests owned by the Sponsor shall vest on the Second Unvested Sponsor Interests Achievement Date.

CONFIDENTIAL

(iii) If, at any time during the Measurement Period, the VWAP of the Company Ordinary Shares equals or exceeds US$15.50 per share for any seven (7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date(the date when the foregoing is first satisfied, the “Third Unvested Sponsor Interests Achievement Date” and, together with the First Unvested Sponsor Interests Achievement Date and the Second Unvested Sponsor Interests Achievement Date, the “Unvested Sponsor Interests Achievement Dates”), then one-third of the Unvested Sponsor Interests owned by the Sponsor shall vest on the Third Unvested Sponsor Interests Achievement Date.

For all purposes of this Agreement, “Aggregate Transaction Proceeds” means an amount equal to (a) the aggregate cash proceeds to be released to SPAC from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after, for the avoidance of doubt, giving effect to the exercise of SPAC Shareholder Redemption Rights but before release of any other funds), minus (b) SPAC Expenses, minus (c) Company Expenses, plus (d) the aggregate proceeds from the Debt Financing less cash expenses incurred by the Company and its Subsidiaries in connection with the Debt Financing, plus (e) the aggregate proceeds received by the Company pursuant to any Permitted Interim Financing from any investor with whom Sponsor or such affiliate has a material relationship and that is first identified to the Company by Sponsor or its affiliates less cash expenses incurred by the Company and its Subsidiaries in connection with such sale, plus (f) the aggregate proceeds received by the Company in connection with the Closing from the PIPE Financing, plus (g) the aggregate proceeds received by or available to the Company under the Backstop Facility, if the Backstop Facility has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith, plus (h) $37,500,000 attributable to securities that can be sold pursuant to the Equity Line of Credit, if the Equity Line of Credit has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith.

(b) In the event that there is a Change of Control during the Measurement Period, one hundred percent (100%) of the Unvested Sponsor Interests not earlier vested pursuant to Section 4(a)(i), Section 4(a)(ii), or Section 4(a)(iii) shall vest immediately prior to the closing of such Change of Control and shall no longer be subject to the provisions of this Section 4 effective as of the consummation of such Change of Control.

(c) For so long as any Unvested Sponsor Interests remains subject to the vesting pursuant to this Section 4, each holder of Unvested Sponsor Interests shall retain all of its rights as a shareholder of the Company with respect to any Unvested Sponsor Interests, including the right to dividends on, and the right to vote any, Unvested Sponsor Interests, and, to the extent that such Unvested Sponsor Interest fails to vest in accordance with this Section 4 prior to the expiration of the Measurement Period, any dividends or distributions paid or made in respect thereof shall be forfeited and repaid to the Company (net of any and all taxes paid in respect of such dividends or distributions) for no consideration, and no Person (other than the Company) shall have any further right with respect thereto.

(d) To the extent that pursuant to the terms of the Subscription Agreements, any amount of Sponsor Interests deposited into the Escrow Account (as defined in the Subscription Agreements) pursuant to Section 2 of the Subscription Agreements are released from the Escrow Account to a Subscriber pursuant to the terms of Section 2 of the Subscription Agreements (the “Forfeiture” and such forfeited Sponsor Interests, the “Forfeited Sponsor Interests”), then an amount of Unvested Sponsor Interests that remain subject to vesting pursuant to Section 4 equal to the Forfeited Sponsor Interests shall vest effective as of the date any such Sponsor Interests are released from the Escrow Account to a Subscriber, which Unvested Sponsor Interests shall vest on a pro rata basis as between the Sponsor Interests subject to vesting requirements under Section 4(a)(i), Section 4(a)(ii) and Section 4(a)(iii). The Sponsor acknowledges it is bound by, and shall comply with, Section 2 of the Subscription Agreements, including the obligation to transfer Sponsor Shares into the Escrow Account (as defined in the Subscription Agreement) in accordance with Section 2 of the Subscription Agreement.

(e) The Company Ordinary Share price targets set forth in Section 4(a)(i), Section 4(a)(ii), and Section 4(a)(iii) and the number of Unvested Sponsor Interests set forth in Section 4(a) and shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the Company Ordinary Shares occurring on or after the Closing Date (other than the transactions contemplated by the Business Combination Agreement).

CONFIDENTIAL

(f) If the First Unvested Sponsor Interests Achievement Date, Second Unvested Sponsor Interests Achievement Date, Third Unvested Sponsor Interests Achievement Date or Change of Control has not occurred prior to the end of the Measurement Period, the Sponsor Interests subject to vesting upon such applicable Unvested Sponsor Interests Achievement Date or Change of Control shall be forfeited by the Sponsor.

(g) It is acknowledged and agreed that, in addition to the restrictions hereunder, the Unvested Sponsor Interests which vest in accordance with Section 4 are subject to separate restrictions on Transfer under the Shareholders’ Agreement.

5. Tax Treatment

(a) Forfeiture. The Parties intend that the Forfeiture will be treated as a contribution to the capital of the Company by Sponsor for U.S. federal income and corresponding state and local tax purposes.

6. Other Covenants and Waivers.

(a) The Sponsor hereby acknowledges that it has read the Business Combination Agreement and this Agreement and has had the opportunity to consult with its tax and legal advisors. The Sponsor hereby consents to the transactions contemplated by the Business Combination Agreement and the Ancillary Documents and agrees to be bound by and subject to (i) Sections 5.3(a) (Confidentiality and Access to Information) and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, as if the Sponsor is directly a party thereto, and (ii) Section 5.6(b) (Exclusive Dealing) of the Business Combination Agreement to the same extent as such provisions apply to the SPAC as if the Sponsor is directly party thereto.

(b) Subject to the approval, in their sole discretion, of each of the Company and the SPAC, if the Board of Directors of the Company determines following the date hereof and prior to the Closing, in connection with a Permitted Interim Financing (as defined in the Business Combination Agreement) or any other redemption mitigation measure approved by the Company and SPAC (a “Redemption Mitigation Measure”), in their sole discretion, that shares should be escrowed for third-party investors in such Permitted Interim Financing or in connection with such Redemption Mitigation Measure, then a number of the Company Ordinary Shares shall be deposited into a separate escrow or trust account for the benefit of one or more third party investors in in such Permitted Interim Financing or in connection with such Redemption Mitigation Measure and the shareholders of the Company (on a pro rata basis) shall collectively transfer and contribute up to an aggregate maximum number of shares equal to 1,854,808, and the Sponsor shall transfer and contribute up to an aggregate maximum number of shares equal to 618,269, respectively, to an escrow or trust account on the same terms and conditions as the escrow or trust account established under the Subscription Agreement or as approved by the Company and SPAC, in their sole discretion, in connection with such Redemption Mitigation Measure. For the avoidance of doubt, any such Sponsor Shares transferred to such escrow or trust account for the benefit of third party investors in such Permitted Interim Financing or in connection with such Redemption Mitigation Measure shall, immediately upon release of such Sponsor Shares from such escrow or trust account to such third party investor, shall be deemed to be “Forfeited Sponsor Interests”, and such release shall be deemed to be a “Forfeiture”, in each case for all purposes of this Agreement.

(c) The Sponsor hereby agrees that it shall deliver any undertakings of Sponsor that the Company reasonably determines are required pursuant to the IIA Law, in the form and substance prescribed under the IIA Law.

(d) The Sponsor hereby agrees that it shall be liable for any unpaid compensation owed to SPAC’s employees as of the Closing, including compensation that arises as a result of the consummation of the transactions contemplated by the Business Combination Agreement and that remains unpaid as of the Closing.

CONFIDENTIAL

(e) Pursuant to Article 18.3 of the SPAC Memorandum and Articles of Association, the Sponsor, in its capacity as holder of Founder Shares, hereby waives the adjustment to the Initial Conversion Ratio (as defined in the SPAC Memorandum and Articles of Association) that would otherwise apply pursuant to Article 18.2 of the SPAC Memorandum and Articles of Association, and to any other anti-dilution protections with respect to the Founder Shares, as a result of the Transaction (including the issuance of Company Ordinary Shares or any other equity securities of the Company in connection with the Transactions or pursuant to the PIPE Financing or the Backstop Financing), such that any such Company Ordinary Shares or any other equity securities of the Company issued pursuant to any of the foregoing are excluded from the determination of the number of Company Ordinary Shares issuable upon conversion of the Founder Shares pursuant to Article 18 of the SPAC Memorandum and Articles of Association. For the avoidance of doubt, the foregoing waiver does not waive the Sponsor’s rights under Article 18.7 of the SPAC Memorandum and Articles of Association, which provides that in no event may any Founder Share convert into Company Ordinary Shares at a ratio that is less than one-for-one.

(f) The Sponsor hereby irrevocably waives, and agrees not to exercise or assert any dissenters’ rights under Section 238 of the Companies Act and any other similar statute in connection with the Merger and the Business Combination Agreement.

7. Termination of Agreements. Each of the SPAC and the Sponsor hereby agrees and acknowledges that any other Contract between the Sponsor, on the one hand, and the SPAC or any of its Subsidiaries, on the other hand, shall terminate and cease to have any force or effect effective as of the Closing, in each case without any Liability to the Group Companies.

8. Working Capital Loans. With respect to any SPAC Working Capital Loan (or other similar loan of funds) that is or may be convertible into warrants or other securities (derivative or otherwise) of the SPAC, the Company or any of their respective Subsidiaries, the SPAC and the Sponsor hereby agree, and shall take such actions within its power so as to ensure, that each and any SPAC Working Capital Loan or other such loan shall be repaid solely in cash and that no SPAC Working Capital Loan or other such loan will be converted into such warrants or other securities (derivative or otherwise), notwithstanding any applicable provisions of the Warrant Agreement, the Assumed Warrant Agreement or any other Contract.

9. Sponsor Representations and Warranties. The Sponsor represents and warrants, as of the date hereof, solely with respect to itself, to the Company and the SPAC as follows:

(a) The Sponsor is a limited liability company duly registered, validly existing and in good standing under the Laws of the Cayman Islands.

(b) The Sponsor has the requisite limited liability company power to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company action on the part of the Sponsor. This Agreement has been duly and validly executed and delivered by the Sponsor and constitutes a valid, legal and binding agreement of the Sponsor (assuming that this Agreement is duly authorized, executed and delivered by the other parties hereto), enforceable against the Sponsor in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Sponsor with respect to the Sponsor’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for any filings with the SEC related to its ownership of Equity Securities of SPAC or the Company Ordinary Shares following the Closing or the transactions contemplated by the Business Combination Agreement, this Agreement or any other Ancillary Documents to which it is a party.

CONFIDENTIAL

(d) None of the execution or delivery of this Agreement by the Sponsor, the performance by the Sponsor of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Sponsor’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Sponsor or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, the Business Combination Agreement or any other Ancillary Document, result in the creation of any Lien upon the Subject SPAC Equity Securities (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not reasonably be expected to adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.

(e) The Sponsor is, as of the date hereof, the record and beneficial owner of the Subject SPAC Equity Securities as set forth on Exhibit A hereto. The Sponsor has the sole right to vote (and provide consent in respect of, as applicable) the Subject SPAC Equity Securities set forth on Exhibit A hereto as of the date hereof. Except for this Agreement and as set forth on Schedule 9(e) hereto, the Sponsor is not party to or bound by (i) any option, warrant, purchase right or other Contract that would reasonably be expected (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) to require the Sponsor to Transfer any of the Subject SPAC Equity Securities or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of any of the Subject SPAC Equity Securities.

(f) There is no Proceeding pending or, to the Sponsor’s Knowledge, threatened against or involving the Sponsor or any of his, her or its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.

(g) The Sponsor, on its own behalf and on behalf of its Representatives , acknowledges, represents, warrants and agrees that he, she or it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the transactions contemplated by this Agreement, the Business Combination Agreement and the other applicable Ancillary Documents to which he, she or it is or will be a party as he, she or it and his, her or its Representatives have deemed necessary to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement or the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.

(h) In entering into this Agreement and the other Ancillary Documents to which it is or will be a party, the Sponsor has relied solely on its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party and no other representations or warranties of the SPAC, the Company or any other Person, either express or implied, and the Sponsor, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in the Ancillary Documents to which it is or will be a party, none of the SPAC, the Company or any other Person makes or has made any representation or warranty, either express or implied, to the Sponsor in connection with or related to this Agreement, the Business Combination Agreement or the other Ancillary Documents or the transactions contemplated hereby or thereby.

10. Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon the earlier of (a) termination of the Business Combination Agreement in accordance with its terms and (b) the time this Agreement is terminated upon the mutual written agreement of the SPAC, the Company and the Sponsor. Notwithstanding the foregoing or anything to the contrary in this Agreement, the termination of this Agreement pursuant to this Section 10 shall not relieve any party hereto from any liability for any willful breach of, or actual fraud in connection with, this Agreement prior to such termination.

11. No Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto against any other party(ies) thereto, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise) arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Company Non-Party Affiliate or any SPAC Non-Party Affiliate, and (b) none of the Company Non-Party Affiliates or the SPAC Non-Party Affiliates shall have any Liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.

CONFIDENTIAL

12. Fiduciary Duties. Notwithstanding anything in this Agreement to the contrary (but without limiting the obligations of the Sponsor hereunder), (a) the Sponsor makes no agreement or understanding herein in any capacity other than in its capacity as a record holder and beneficial owner of the Subject SPAC Equity Securities, and not in its capacity as a director, officer or employee of SPAC or any SPAC Affiliate, and (b) nothing herein will be construed to limit or affect any action or inaction by any of the Sponsor’s representatives serving as a member of the board of directors (or other similar governing body) of SPAC or any SPAC Affiliate or as an officer, employee or fiduciary of SPAC or any SPAC Affiliate, in each case, acting in such Person’s capacity as a director, officer, employee or fiduciary of SPAC or such SPAC Affiliate.

13. Further Assurances. From time to time, at the Company’s request and without further consideration, the Sponsor shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions and consummate the transactions contemplated by this Agreement and the Business Combination Agreement. The Sponsor further agrees not to commence or participate in, and to take all actions necessary to opt out of any class action with respect to, any action or claim, derivative or otherwise, against SPAC, the Company or any of their respective Affiliates, successors and assigns relating to the negotiation, execution or delivery of this Agreement, the Business Combination Agreement or the consummation of the transactions contemplated hereby and thereby (including the Capital Restructuring).

14. No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a joint venture.

15. Incorporation by Reference. Sections 8.1 (Non-Survival), 8.2 (Entire Agreement; Assignment), 8.3 (Amendment), 8.5 (Governing Law), 8.6 (Fees and Expenses), 8.7 (Construction; Interpretation), 8.8 (Exhibits and Schedules), 8.10 (Severability), 8.11 (Counterparts; Electronic Signatures), 8.12 (Knowledge of the Company; Knowledge of SPAC), 8.15 (Waiver of Jury Trial), 8.16 (Submission to Jurisdiction), 8.17 (Remedies) of the Business Combination Agreement and 8.18 (Trust Account Waiver) are incorporated herein and shall apply to this Agreement, mutatis mutandis.

[signature page follows]

CONFIDENTIAL

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

SatixFy Communications Ltd.
By:	/s/ Yoel Gat
	Name: Yoel Gat
	Title:   Chief Executive Officer
By:	/s/ Yoav Leibovitch
	Name: Yoav Leibovitch
	Title:   Chief Financial Officer
Endurance Antarctica Partners, LLC
By: ADP Endurance, LLC
Its: Managing Member
By:	/s/ Chandra R. Patel
	Name: Chandra R. Patel
	Title:   Managing Director
Endurance Acquisition Corp.
By:	/s/ Richard C. Davis
	Name: Richard C. Davis
	Title:   Chief Executive Officer

[Signature Page to Sponsor Letter Agreement]

CONFIDENTIAL

Exhibit A

1. 3,570,000 SPAC Class B Shares

2. 6,630,000 SPAC Private Warrants

CONFIDENTIAL

Schedule 9(e)

1. Letter Agreement, dated September 14, 2021, among the Company, the Sponsor and the Company’s officers and directors

2. Offer Letter, dated June 11, 2021, by and between Romeo A. Reyes and Endurance Antarctica Partners, LLC

EX-10.4

Exhibit 10.4

EXECUTION VERSION

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of March 8, 2022 to be effective as of the Closing (as defined in the Business Combination Agreement) and entered into by and among Endurance Acquisition Corp. (the “SPAC”), Endurance Antarctica Partners, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”). Capitalized terms used and not otherwise defined herein shall have the meaning given to such terms in the A&R Shareholders’ Agreement (as defined below).

RECITALS

WHEREAS, the SPAC, the Sponsor, Cantor and the qualified institutional buyers or institutional accredited investors party to the Prior Agreement (as defined below) (such investors together with the Sponsor, Cantor, “EDNC Holders”) are parties to that certain Registration Rights Agreement dated as of September 14, 2021 (the “Prior Agreement”);

WHEREAS, in connection with the consummation of the transactions contemplated by the Business Combination Agreement, dated as of March 8, 2022, by and among the SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), SatixFy MS, a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and the SPAC (the “Business Combination Agreement”), certain holders of Company Ordinary Shares have entered into that certain Amended and Restated Shareholders’ Agreement of the Company dated as of March 8, 2022 (the “A&R Shareholders’ Agreement”);

WHEREAS, the SPAC, the Sponsor and Cantor deem it necessary and advisable, effective upon the Closing under the Business Combination Agreement to amend and restate the Prior Agreement in order to provide all existing EDNC Holders and the parties to the A&R Shareholders’ Agreement with the same registration rights;

WHEREAS, pursuant to Section 5 of the Prior Agreement, the Prior Agreement may be amended by written consent of the SPAC and the EDNC Holders constituting at least a majority in interest of the then outstanding Registrable Securities as defined in the Prior Agreement (which majority interest must include Cantor if such amendment or modification affects in any way the rights of Cantor thereunder; provided, however, that notwithstanding the foregoing, any amendment thereto that adversely affects one EDNC Holder, solely in its capacity as a holder of capital shares of the SPAC, in a manner that is materially different from the other EDNC Holders (in such capacity) shall require the consent of the Holder so affected; and

WHEREAS, the SPAC, the Sponsor and Cantor have agreed to amend and restate the Prior Agreement, represent a majority in interest of the then outstanding Registrable Securities as defined in the Prior Agreement and that all ENDC Holders will be treated the same pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations and warranties set forth herein, the parties hereby agree as follows:

AMENDMENT AND RESTATEMENT

Upon the Closing under the Business Combination Agreement, this Agreement shall replace the Prior Agreement in its entirety, and the Prior Agreement shall be of no further force and effect.

The following sections set out in the A&R Shareholders’ Agreement, attached hereto as Exhibit A, shall apply to and be incorporated into this Agreement mutatis mutandis as if set out in full in this Agreement, and for all purposes hereunder, each ENDC Holder under the Prior Agreement shall, after effectiveness of this Agreement, be deemed a Holder under the A&R Shareholders Agreement:

Section 1 (Affirmative Covenants)

Section 2 (Registration)

Section 3 (Termination)

Section 5 (Miscellaneous)

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

ENDURANCE ACQUISITION CORP., a Cayman Islands exempted company
By:	/s/ Richard C. Davis
	Name:	Richard C. Davis
	Title:	Chief Executive Officer
ENDURANCE ANTARCTICA PARTNERS, LLC, a Cayman Islands limited liability company By: ADP Endurance, LLC Its: Managing Member
By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Managing Director
CANTOR FITZGERALD & CO.
By:	/s/ Sage Kelly
	Name:	Sage Kelly
	Title:	Senior Managing Director and Head of Investment Banking

[Signature Page to Registration Rights Agreement]

Exhibit A

AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”), is made as of March 8, 2022 by and among SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (registered number 516135035, the “Company”), Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”) and the Holders (as defined below) who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (including the Prior Agreement). Capitalized terms used and not otherwise defined herein will have the meaning given such terms in the Business Combination Agreement (as defined below).

W I T N E S S E T H :

WHEREAS, the Company and certain of the Holders are parties to that certain Shareholders’ Agreement dated as of May 12, 2020 (the “Prior Agreement”);

WHEREAS, Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (“EDNCU Holder”), SPAC and certain other parties thereto are parties to that certain Sponsor Letter Agreement, dated as of September 14, 2021, as amended (the “Previous Sponsor Agreement”, together with the Prior Agreement, the “Previous Agreements”);

WHEREAS, in connection with the consummation of the transactions (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of March 8, 2022, by and among the Company, SatixFy MS, a Cayman Islands exempted company and a wholly owned subsidiary of the Company, and SPAC (the “Business Combination Agreement”), (x) each of the Holders party to the Prior Agreement and the Company desire that, effective upon the Closing (as defined below), the Prior Agreement shall be amended and restated in its entirety in the form of this Agreement and (y) each of the EDNCU Holder, SPAC and each of the Holders party to the Previous Sponsor Agreement desire that, effective upon the Closing, the Previous Sponsor Agreement shall be terminated and cancelled in its entirety and shall be of no further force and effect;

WHEREAS, the EDNCU Holder and its Permitted Transferees are subject to restrictions on Transfer and forfeiture as set forth in the Sponsor Letter Agreement;

WHEREAS, this Agreement is being executed concurrently with the entry into the Business Combination Agreement and will become effective upon the Closing (as defined below); and

WHEREAS, the Holders and the Company desire to set forth certain matters regarding the ownership of the shares of the Company as set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations and warranties set forth herein, the parties hereby agree as follows:

1.            Affirmative Covenants.

1.1          Confidentiality. Each Holder agrees that any information obtained pursuant to this Agreement (including any information about any proposed registration or offering pursuant to Section ‎2) will not, without the prior written consent of the Company, be disclosed or used for any purpose other than the exercise of rights under this Agreement; provided, however, that disclosure of such information shall be permitted by any Holder as required by applicable law or on a confidential basis to its attorneys, accountants and other professionals and advisors to the extent necessary to obtain their services in connection with monitoring its investment in the Company or enforcement of its rights, and, in case of a corporate entity, to (x) its Affiliates other than with respect to information with respect to which such Affiliate has a conflict of interest and (y) to its and such Affiliates’ officers, directors, investors, employees, general partner (and the officers and directors thereof), attorneys, accountants and other professionals and advisors (collectively, “Representatives”) on a need-to-know basis; provided that each Holder shall be responsible for any breach of the terms of this Section 1.1 by any of its Representatives.

2.            Registration. The following provisions govern the registration of the Company's securities:

2.1          Definitions. As used herein, the following terms have the following meanings:

“Articles” means the articles of association of the Company, as amended from time to time;

“Antarctica Capital” means Antarctica Capital, LLC.

“Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York or Tel-Aviv, Israel.

“Catalyst” means CEL Catalyst Communications Ltd.

“EDNCU Lock-up Permitted Transferees” shall mean (a) (i) SPAC’s officers or directors, (ii) any direct or indirect controlled Affiliates or immediate family member of any of SPAC’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), (iii) any direct or indirect controlled Affiliates of the management company of Antarctica Capital that are not competitors of the Company or (iv) any Affiliates of Antarctica Capital that are employees of Antarctica Capital; (b) transferees by virtue of the Sponsor’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of the Sponsor; (c) transferees in connection with a bona fide gift or charitable contribution without consideration; (d) transferees with the written consent of the Company Board or (e) transferees in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (e) as approved by the Company Board or a duly authorized committee thereof, which results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, or any federal statute or code which is a successor thereto and the rules and regulations promulgated thereunder.

“Form S-1/F-1” means Form S-1 or Form F-1 under the Securities Act, as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC.

“Form S-3/F-3” means Form S-3 or Form F-3 under the Securities Act, as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Holder” means any holder of Ordinary Shares or options or warrants convertible into Ordinary Shares who is a party to or bound by this Agreement.

“Initiating Holders” means either (a) Holders of at least thirty percent (30%) in interest of the issued and outstanding Registrable Shares then held by all Holders (other than the EDNCU Holder and Catalyst), assuming for purposes of such determination the conversion of all shares convertible into Registrable Shares or (b) the EDNCU Holder, acting by itself, or (c) Catalyst, acting by itself.

“Joinder Agreement” means a joinder agreement, in substantially the form attached hereto as Exhibit A.

“Lock-up Period” shall mean with respect to the Holders (other than the EDNCU Holder and its EDNCU Lock-up Permitted Transferees) and their respective Lock-up Permitted Transferees, the period beginning on the date of the closing (the “Closing”) of the Business Combination (the “Closing Date”), and ending on the date that is one hundred and eighty (180) days following the Closing Date.

“Lock-up Shares” shall mean, with respect to the Holders (other than the EDNCU Holder and its EDNCU Lock-up Permitted Transferees) and their respective Lock-up Permitted Transferees, the Ordinary Shares held by such Holders immediately prior to the Closing (excluding, for the avoidance of doubt, (i) any Ordinary Shares that may be held by a Holder that is a broker dealer as part of its ordinary course trading and market activities and not for investment purposes and were not acquired directly from the Company, (ii) any Ordinary Shares purchased in a private placement in connection with the Business Combination or acquired in the public market following the Closing and (iii) any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other instrument held by the Holders as of immediately prior to the Closing (excluding, for the avoidance of doubt, SPAC Warrants and PIPE Warrants).

“party” means a party to this Agreement unless otherwise specified.

“PIPE Warrants” means the warrants to purchase Ordinary Shares issued pursuant to that certain Warrant Agreement, to be executed in connection with the Closing, by and among the Company and Continental Stock Transfer & Trust Company, a New York corporation.

“Register”, “registered” and “registration” refer to a registration effected by filing a Registration Statement in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such Registration Statement, or the equivalent actions under the laws of another jurisdiction.

“Registration Statement” shall mean any registration statement that covers Registrable Shares pursuant to the provisions of this Agreement, including the prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Registrable Shares” means (i) all Ordinary Shares (as such term is defined in the Articles) (the “Ordinary Shares”) owned by any Holder party hereto as of immediately after the Closing, including any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other securities or instruments issued or assumed by the Company and any Ordinary Shares issued to holders of Class A ordinary shares, par value US$0.0001 per share, of the SPAC in connection with the Business Combination at Closing and (ii) any Ordinary Shares issuable upon conversion or exercise of warrants, options or any other securities or instruments issued or assumed by the Company to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company; provided that, (x) no Holder who holds Registrable Shares that remain (i) subject to restriction on Transfer as set forth in Section 4.1, (ii) subject to restriction on Transfer or forfeiture as set forth in the Sponsor Letter Agreement or (iii) held in escrow pursuant to that certain Unit Subscription Agreement (collectively, the “Sale Limited Securities”), shall have any right to have such Registrable Shares participate in (1) an offering pursuant to Section 2.2 (although such shares may be registered on any shelf registration pursuant to Section 2.2 so long as they are not transferred thereunder in violation of such restrictions) or (2) a registration or offering pursuant to Section 2.3, unless such restrictions lapse before the effectiveness of the Registration Statement, and (y) for the avoidance of doubt, any PIPE Warrants and Ordinary Shares purchased by the EDNCU Holder pursuant to that certain Unit Subscription Agreement, shall not be Registrable Shares hereunder but shall be entitled to the registration rights as set forth therein; provided, further, that, Ordinary Shares shall cease to be Registrable Shares (1) on the later of (x) as to any Holder (other than Catalyst) that holds more than 5% of then-outstanding Ordinary Shares, two years after the date of the Business Combination, as to Catalyst, when it owns less than 1% of the outstanding Ordinary Shares and (y) when they are freely saleable without registration by the Holder thereof pursuant to Rule 144 (without the need for any manner of sale requirement or volume limitation and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(i)(1) (or Rule 144(i)(2), if applicable)) or (2) when sold pursuant to Rule 144 or a Registration Statement.

“SEC” or “Commission” means the U.S. Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended or any federal statute or code which is a successor thereto and the rules and regulations promulgated thereunder.

“Shelf Registration” shall mean a registration of securities pursuant to a Registration Statement filed with the SEC in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“SPAC Warrants” shall mean the warrants issued pursuant to that certain warrant agreement, dated as of September 14, 2021, by and among the SPAC, Continental Stock Transfer & Trust Company, a New York corporation, and the other parties thereto, as amended by the Warrant Assumption Agreement.

“Sponsor Interests” means the 3,570,000 Ordinary Shares and 6,630,000 privately issued SPAC Warrants (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations and the like) issuable at the Effective Time to the EDNCU Holder and its Permitted Transferees that are subject to restrictions on Transfer and forfeiture as set forth in the Sponsor Letter Agreement.

“Transfer” shall mean, directly or indirectly, the (x) sale or assignment 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 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 with respect to, any security, (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, or any other derivative transaction with respect to, any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y).

“Unit Subscription Agreement” shall mean that certain Unit Subscription Agreement, dated as of March 8, 2022, by and among the Company, the SPAC, the EDNCU Holder, Continental Stock Transfer & Trust Company, a New York corporation and the other parties thereto.

“Warrant Assumption Agreement” shall mean that certain Assignment, Assumption and Amendment Agreement, to be executed in connection with the Closing, by and among the Company, the SPAC and Continental Stock Transfer & Trust Company, a New York corporation.

2.2          Piggyback Registration. If the Company at any time (beginning upon (but excluding) the Closing Date) proposes to register any of its Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares or warrants issued to investors in a private placement (the “PIPE”) in connection with the Business Combination, (x) in a registration under Section 2.3, Section 2.4 or Section 2.5 of this Agreement, (y) a registration on Form F-8 or S-8 or (z) pursuant to Form F-4 or S-4 in connection with a business combination or exchange offer or pursuant to exercise or conversion of outstanding securities) or to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement (a “Shelf Takedown”), it shall give written notice to all Holders of such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all Holders the opportunity to register the sale of such number of Registrable Shares as such Holders may request in writing. Upon the written request of any Holder given within fifteen (15) days after receipt of any such notice, the Company shall include in such registration or Shelf Takedown all of the Registrable Shares indicated in such request, so as to permit the disposition of the shares so registered. The Company shall, in good faith, cause such Registrable Shares to be included in such registration or offering and, if applicable, shall use its best efforts to cause the managing underwriter(s) of such registration to permit the Registrable Shares requested by the Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Shares in accordance with the intended method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing in good faith that the amount to be sold by persons other than the Company is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of selling shareholders to a number deemed satisfactory by such managing underwriter, provided that any shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) then, to the extent necessary, shares held by the Holders (other than Catalyst and the EDNCU Holder) pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders and (iii) then, to the extent necessary, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders; and provided, further, that in any event all Registrable Shares must be included in such registration or Shelf Takedown prior to any other shares of the Company (with the exception of shares to be issued by the Company to the public) and the number of Registrable Shares to be included in the offering shall not be reduced to below twenty five percent (25%) of the total number of securities included in such offering (divided among the Holders participating in the registration pursuant to the foregoing order of priority pro rata to the respective number of Registrable Shares requested to be included by each of such Holders). Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Shares in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

2.3          Demand Registration. At any time following the Closing, the Initiating Holders may request in writing that the Company shall file a Registration Statement with respect to the registration and resale of all or part of the Registrable Shares held by them, including without limitation on Form S-1/F-1 (a “Demand Registration”). As soon as practicable and in any event within ten (10) days after receipt of any such request, the Company shall give written notice of such request to the other Holders and shall include in such registration all Registrable Shares held by all such Holders who wish to participate in such Demand Registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice. Thereupon, the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it has received requests for registration for as promptly as reasonably practicable; provided, however, that: (i) the Company shall not be required to effect any registration under this Section 2.3 (A) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and (B) within a period of ninety (90) days following the effective date of a previous registration filed by the Company covering a firm commitment underwritten public offering in which the holders of Registrable Shares shall have been entitled to join pursuant to Section 2.2 and in which there shall have been effectively registered all Registrable Shares as to which registration shall have been requested; and (ii) the registration shall cover the public sale of Registrable Shares with an aggregate public offering price reasonably expected to be at least the lesser of (a) US$35,000,000 and (b) all remaining Registrable Securities (other than the Sale Limited Securities) owned by the requesting Holder. The Initiating Holders may elect to withdraw from any offering pursuant to this Section 2.3 by giving written notice to the Company and the underwriter(s) of their request to withdraw prior to the effectiveness of the Registration Statement filed by the SEC with respect to such Demand Registration. If the Initiating Holders withdraw from a proposed offering relating to a Demand Registration and the Company did not elect to delay or postpone such offering pursuant to Section 2.6, then either the Initiating Holders shall reimburse the Company for the costs associated with the withdrawn Demand Registration (in which case such registration shall not count as a Demand Registration provided for in this Section 2.3) or such withdrawn registration shall count as a Demand Registration provided for in this Section 2.3. Notwithstanding any other provision of this Section 2.3, if the managing underwriter advises the Holders in writing that marketing factors require a limitation on the dollar amount or the number of shares to be underwritten, then the number of shares to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, that the shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, (ii) shares which the Company may wish to register for its own account, and thereafter, to the extent necessary, (iii) shares held by the Holders (other than Catalyst or the EDNCU Holder if Catalyst or the EDNCU Holder was the Initiating Holder) pro rata to the respective number of Registrable Shares requested by such Holders to be included in the registration and thereafter, to the extent necessary, (iv) if Catalyst or the EDNCU Holder was the Initiating Holder, shares held by Catalyst and the EDNCU Holder pro rata to the respective number of Registrable Shares requested to be included in such registration or Shelf Takedown by such Holders; provided, however, that (i) in any event all Registrable Shares must be included in such registration prior to any other shares of the Company, and (ii) if Holders other than Catalyst and the EDNCU Holder were the Initiating Holders, Catalyst or the EDNCU Holder, by written notice to the Company during the seven-day notice period set forth above, shall be entitled to be treated as the Initiating Holder instead, subject to the limitations on the number of their respective demand registrations set forth below. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan) to be initiated after a registration requested pursuant to Section 2.3 and to become effective less than ninety (90) days after the effective date of any registration requested pursuant to Section 2.3. The Company shall not be required to effect more than two (2) registrations under this Section 2.3 for Initiating Holders (other than the EDNCU Holder and Catalyst), the Company shall not be required to effect more than two (2) registrations under this Section 2.3 for which the EDNCU Holder is the Initiating Holder and the Company shall not be required to effect more than two (2) registrations under this Section 2.3 for which Catalyst is the Initiating Holder. A registration will not count as a requested registration under this Section unless and until the Registration Statement relating to such registration has been declared effective by the Commission.

2.4          S-1/F-1 Registration Statement. If the SEC publicly announces or informs the Company that Rule 144(i) applies to the Company, the following provision shall apply. The Company shall, as soon as practicable after such notice from the SEC, but in any event within thirty (30) days, file a Registration Statement under the Securities Act to permit the public resale of all the Registrable Shares held by any Holder, from time to time as permitted by Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect) on the terms and conditions specified in this Section 2.4 and shall use its reasonable commercial efforts to cause such Registration Statement to be declared effective as expeditiously as possible after the filing thereof. The Registration Statement filed with the SEC pursuant to this Section 2.4 shall be on Form S-1/F-1, with respect to such Registrable Shares (the “Shelf”), and shall contain a prospectus in such form as to permit (subject to the Lock-up) the Holders to sell such Registrable Shares pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the SEC then in effect), or such other means of distribution of Registrable Shares as the Holders may reasonably specify, at any time beginning on the effective date for such Registration Statement. The Company shall maintain the Shelf in accordance with the terms hereof, and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Shares included on such registration statement. The Company shall use its commercially reasonable efforts to convert the S-1/Form F-1 to a Form S-3/F-3 as soon as practicable after the Company is eligible to use Form S-3/F-3. A Registration Statement filed pursuant to this Section 2.4 shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, any Holder. Subject to the second succeeding sentence, as soon as practicable following the effective date of a Registration Statement filed pursuant to this Section 2.4, but in any event within three (3) business days from such date, the Company shall notify the Holders of the effectiveness of such Registration Statement. The Holders may use such Form S-1/F-1 to dispose of their Registrable Shares on a non-underwritten basis, and, to the extent permissible under SEC rules, may utilize such Form S-1/F-1 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form S-1/F-1 as may be necessary to name such Holder therein as a selling shareholder and otherwise permit such Holder to sell Registrable Shares thereunder.

2.5          Form S-3/F-3 Registration. Following the Closing, the Company shall use its best efforts to qualify and remain qualified to register securities pursuant to a Registration Statement on Form S-3/F-3 under the Securities Act. In case the Company shall receive from any Holder or Holders a written request or requests that the Company effect a registration on Form S-3/F-3, and any related qualification or compliance, with respect to Registrable Shares, the Company shall within ten (10) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Holders, and include in such registration all Registrable Shares held by all such Holders who wish to participate in such registration and provide the Company with written requests for inclusion therein within seven (7) days after the receipt of the Company’s notice. Thereupon, the Company shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Holder or Holders joining in such request as are specified in a written request given within seven (7) days after receipt of such written notice from the Company. The Holders may use such Form S-3/F-3 to dispose of their Registrable Shares on a non-underwritten basis, and, to the extent permissible under SEC rules, may utilize such Form S-3/F-3 on an underwritten basis if requested by Initiating Holders (with any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form S-3/F-3 as may be necessary to name such Holder therein as a selling shareholder and otherwise permit such Holder to sell Registrable Shares thereunder.

2.6          Suspension Periods. Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of a Registration Statement filed pursuant to Section 2.3, Section 2.4 and Section 2.5, and from time to time to require the Holders not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house legal counsel), would require additional disclosure by the Issuer in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential or is not available and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel (which may be in-house legal counsel), to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the effectiveness of such a Registration Statement on more than two (2) occasions of not more than forty-five (45) days each during any twelve (12)-month period.

2.7          Designation of Underwriter. In the case of any registration effected pursuant to Section 2.3, the Company and the holders of the majority of the Registrable Shares held by the Initiating Holders shall mutually designate the managing underwriter(s) in any underwritten offering and shall reasonably cooperate in making such designation.

2.8          Expenses. All expenses incurred in connection with any registration under Section 2.2, Section 2.3, Section 2.4 or Section 2.5 shall be borne by the Company (except as otherwise mentioned in Section 2.3 with respect to a withdrawn Demand Registration), provided that the selling Holders shall bear all underwriting discounts, selling commissions, and share transfer taxes applicable to the sale by them of the Registrable Shares, pro rata on the basis of the number of Registrable Shares registered on their behalf, and each Holder shall bear fees and disbursements of counsel for such Holder, except for the fees and disbursements of one U.S. counsel and one Israeli counsel (selected by the Holder(s) of a majority of the Registrable Shares included in such registration) for all selling Holders which shall be borne and paid by the Company.

2.9          Indemnities. In the event of any registered offering of Ordinary Shares pursuant to this Section 2:

2.9.1              The Company will indemnify and hold harmless, to the fullest extent permitted by law, any Holder and any underwriter (as defined in the Securities Act) for such Holder, and each person, if any, who controls (within the meaning of the Securities Act) the Holder or such underwriter, and directors, officers, employees and agents of any of them (each, an “Indemnified Person”) from and against any and all losses, damages, claims, liabilities, joint or several, costs and expenses (including any amounts paid in any settlement effected with the Company’s consent) to which such Indemnified Person may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or included in any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading; or (iii) any violation by the Company of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder in connection with the registration. The Company will reimburse each such Indemnified Person, promptly upon demand, for any reasonable legal or attorney’s fees or any other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; provided, however, that the Company will not be liable to any Indemnified Person in any such case to the extent that any such loss, damage, liability, cost or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing by such Indemnified Person specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 2.8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder, the underwriter or any controlling person of the Holder or the underwriter, and regardless of any sale in connection with such offering by the Holder. Such indemnity shall survive the transfer of securities by a Holder.

2.9.2              Each Holder participating in a registration hereunder will indemnify and hold harmless the Company, each other Holder participating in such registration, any underwriter (as defined in the Securities Act) for the Company, or for any such other Holder, and each person, if any, who controls (within the meaning of the Securities Act) the Company or such underwriter or such other Holder, from and against any and all losses, damages, claims, liabilities, costs or expenses (including any amounts paid in any settlement effected with the selling shareholder’s consent) to which the Company or any such controlling person and/or any such underwriter and/or such other Holder may become subject under applicable law or otherwise, insofar as such losses, damages, claims, liabilities (or actions or proceedings in respect thereof), costs or expenses arise out of or are based on: (i) any untrue or alleged untrue statement of any material fact contained, on the effective date thereof, in any Registration Statement under which shares were registered under the Securities Act at the request of such Holder, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto; or (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, and each such Holder will reimburse the Company, each other Holder participating in such registration, any underwriter and each such controlling person of the Company or any underwriter, promptly upon demand, for any reasonable legal or attorney’s fees or other expenses incurred by them in connection with investigating, preparing to defend or defending against or appearing as a third-party witness in connection with such loss, claim, damage, liability, action or proceeding; in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in conformity with written information furnished by such Holder specifically for inclusion therein; provided, further, that this indemnity shall not be deemed to relieve any underwriter of any of its due diligence obligations; provided, further, that the indemnity agreement contained in this subsection 2.9.2 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Holders, as the case may be, which consent shall not be unreasonably withheld, conditioned or delayed. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

2.9.3              Promptly after receipt by an indemnified party pursuant to the provisions of Sections 2.9.1 or 2.9.2 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party pursuant to the provisions of said Section 2.9.1 or 2.9.2, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any action include both the indemnified party and the indemnifying party and there is or is reasonably expected to be a conflict of interests which would prevent counsel for the indemnifying party from also representing the indemnified party, the indemnified party or parties shall have the right to select one separate counsel to participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party pursuant to the provisions of said Sections 2.9.1 or 2.9.2 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed counsel in accordance with the provision of the preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and as soon as practicable and within fifteen (15) days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

2.9.4              If recovery is not available under the foregoing indemnification provisions, for any reason other than as specified therein, the parties entitled to indemnification by the terms thereof shall be entitled to contribution to liabilities and expenses in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the parties’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate under the circumstances. In no event shall the liability of a Holder exceed the net proceeds from the offering received by such Holder.

2.9.5              Notwithstanding anything to the contrary hereunder, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to indemnification or contribution pursuant to this Section 2.9 from any person or entity who was not guilty of such fraudulent misrepresentation.

2.10        Obligations of the Company. Whenever required under this Section 2 to affect the registration of any Registrable Shares, the Company shall, as expeditiously as possible:

2.10.1            prepare and file with the SEC a Registration Statement with respect to such Registrable Shares and use its best efforts to cause such Registration Statement to become effective, and, upon the request of the holders of a majority of the Registrable Shares registered thereunder, keep such Registration Statement effective for a period of up to twelve (12) months (or in the case of any registration of Registrable Shares on Form S-3/F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such twelve (12) month period shall be extended, if necessary, to keep the Registration Statement effective until all Registrable Shares covered thereby have been sold).

2.10.2            subject to the suspension rights set forth in Section 2.3, 2.4 and 2.5, prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by such Registration Statement;

2.10.3            use commercially reasonable efforts to furnish to the Holders and the underwriters, if any, such numbers of copies of the prospectus, including a preliminary prospectus, and any amendments or supplements to such a prospectus, without charge to the holders of Registrable Shares included in such registration and in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Shares owned by them;

2.10.4            in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;

2.10.5            notify each Holder of Registrable Shares covered by such Registration Statement and any underwriters, if any, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; and, as promptly as practicable thereafter, prepare and file with the Commission and furnish a supplement or amendment to such prospectus, so that, as thereafter deliverable to the purchasers of such Registrable Shares, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

2.10.6            cause all Registrable Shares registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed;

2.10.7            provide a transfer agent and registrar for all Registrable Shares registered pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not later than the effective date of such registration;

2.10.8            furnish, at the request of any Holder requesting registration of Registrable Shares pursuant to this Section 2, on the date that such Registrable Shares are delivered to the underwriters for sale in connection with a registration pursuant to this Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the Registration Statement with respect to such securities becomes effective: (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares; and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Shares;

2.10.9            if requested by the managing underwriter or underwriters (if any), any Holder, or such Holder’s counsel, promptly incorporate in a prospectus supplement or post-effective amendment such information as such person requests to be included therein, including, without limitation, with respect to the shares being sold by such Holder to such underwriter or underwriters, the purchase price being paid therefor by such underwriter or underwriters and with respect to any other terms of an underwritten offering of the shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

2.10.10          make available to each Holder, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney, accountant or other agent or representative retained by any such Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any such Inspector in connection with such Registration Statement;

2.10.11          otherwise cooperate with the underwriter(s), the Commission and other regulatory agencies and take all actions and execute and deliver or cause to be executed and delivered all documents necessary to effect the registration of any shares under this Agreement;

2.10.12          during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act; and

2.10.13          in the case of an underwritten offering involving gross proceeds in excess of US$50 million, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may reasonably be requested by the underwriter.

2.11        Obligations of Holders. Without limiting the foregoing, no Holder may participate in any underwritten offering hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by the Company (in the case of a Shelf Takedown) or the Initiating Holders (in the case of a Demand Registration) and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights and performs its obligations under such agreements.

2.12        Assignment of Registration Rights. Any of the Holders may assign its rights to cause the Company to register Shares pursuant to this Section 2 to a transferee of all or any part of its Registrable Shares. The transferor shall, within twenty (20) days after such transfer, furnish the Company with written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned, and the transferee shall execute a Joinder Agreement as required by Section 5.4 below.

2.13        Public Information. At any time and from time to time following the Closing, the Company shall undertake to make publicly available and available to the Holders pursuant to Rule 144, such information as is necessary to enable the Holders to make sales of Registrable Shares pursuant to that Rule. The Company shall comply with the current public information requirements of Rule 144 and shall furnish thereafter to any Holder, upon request, a written statement executed by the Company as to the steps it has taken to so comply.

2.14        “Market Stand-off” Agreement. Each Holder agrees that it will not, without the prior written consent of the Company or the managing underwriter, during the period commencing on the date of the final prospectus used in connection with any underwritten offerings pursuant to Section 2 above by the Company in which the Company complied with Section 2, and ending on the date specified by the Company and the managing underwriter, such period not to exceed ninety (90) days following the closing of such underwritten offering: (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Ordinary Shares (whether such shares or other securities are then owned by the Holder, or are thereafter acquired by the Holder, but excluding shares purchased in the offering and shares purchased following the offering that were not subject to underwriters’ lock-up); or (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 such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Ordinary Shares or other securities, in cash, or otherwise. The foregoing provisions of this Section 2.14 shall not apply to (a) the sale of any shares to an underwriter pursuant to an underwriting agreement and shall be applicable to the Holders only if all Company's officers and directors and all Holders individually owning more than one percent (1%) of the Company's outstanding Ordinary Shares (on an as converted basis) shall be subject to similar restrictions or (b) activities of any Holder that is a broker dealer undertaken in the ordinary course of its business (other than with respect to the SPAC Warrants, PIPE Warrants or Ordinary Shares purchased in a private placement in connection with the Business Combination, in each case by such a broker dealer Holder for its own account for investment purposes). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 2.14 and shall have the right, power, and authority to enforce the provisions hereof as though they were a party hereto. In addition, at the underwriters’ request, each Holder shall enter into a lock-up agreement in customary form reflecting the foregoing.

3.            Termination. This Agreement shall terminate upon the earlier of (i) upon the consummation of a Liquidation Event in which the Holders receive at the closing thereof cash or unrestricted marketable securities; or (ii) with respect to each Holder, such time as such Holder ceases to hold any Registrable Shares; provided, however, that the provisions of Section 1.1 and Section 2.9 shall continue and remain in full force and effect following the termination of this Agreement for whatever reason.

4.            Lock-up.

4.1          Lock-up. Subject to Section 4.2, all Holders (other than the EDNCU Holder and its EDNCU Lock-Up Permitted Transferees) agree that they shall not Transfer any Lock-up Shares or any instruments exercisable or exchangeable for, or convertible into, such Lock-up Shares until the end of the Lock-up Period (the “Lock-up”). For the avoidance of doubt, it is acknowledged and agreed that (i) the Sponsor Interests are subject to restriction on Transfer or forfeiture as set forth in the Sponsor Letter Agreement and not this Section 4, (ii) certain Sponsor Interests and Ordinary Shares held by Holders are held in escrow pursuant to that certain Unit Subscription Agreement, and (iii) such securities in (i) and (ii) may not be Transferred until any vesting conditions, as applicable, are satisfied (and in any case subject to any applicable lock-up restrictions) and, with respect to any such securities that are subject to an escrow obligation, if such obligation expires and such shares are released to the Holder. For the further avoidance of doubt, securities acquired by a Holder party hereto in open market transactions subsequent to the date hereof shall not be subject to the Lock-up.

4.2          Permitted Transfers. Notwithstanding the provisions set forth in Section 4.1, each Holder (other than the EDNCU Holder and its EDNCU Lock-Up Permitted Transferees) and its Lock-up Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a) to (i) such Holder’s investors, officers or directors, (ii) any direct or indirect controlled Affiliates (as defined below) or immediate family members of such Holder’s officers or directors (as defined in the Securities and Exchange Act of 1934, as amended), or (iii) any direct or indirect controlled Affiliates of the Holders (other than the EDNCU Holder) that are not competitors of the Company or any employees of any such Affiliates; (b) in the case of an individual, (i) by bona fide gift or charitable contribution without consideration, (ii) by virtue of laws of descent and distribution upon death of the individual and (iii) pursuant to a qualified domestic relations order; (c) by virtue of such Holder’s certificate of incorporation or bylaws (or equivalent), as amended, upon dissolution of such Holder; (d) in connection with a bona fide gift or charitable contribution without consideration; (e) with the written consent of the Board or (f) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (f) as approved by the Board or a duly authorized committee thereof, which results in all of the Company’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date (collectively, the “Lock-up Permitted Transferees”); provided, however, that in the case of clauses (a) through (d) such Lock-up Permitted Transferee must execute a Joinder Agreement.

5.            Miscellaneous.

5.1          Effectiveness; Termination of Previous Agreements. This Agreement shall become effective as of the Closing and prior thereto shall be of no force or effect. If the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically be terminated and be of no force or effect, and each of the Previous Agreements shall remain in full force and effect in accordance with its terms with respect to the parties thereto. Effective as of the Closing, this Agreement shall supersede and replace in its entirety the terms and conditions of each Previous Agreement, which Previous Agreements shall be null and void and of no further force or effect.

5.2          Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

5.3          Governing Law; Jurisdiction. This Agreement shall be governed by and construed according to the laws of the State of New York without regard to the conflict of laws provisions thereof. Any dispute, legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise arising out of or relating to this Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any New York State or United States Federal court in The City of New York, Borough of Manhattan, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.4          Successors and Assigns; Assignment. Except as otherwise expressly limited herein (including Section 4.1), the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement, except for the right of the Holders to cause the Company to register Shares pursuant to Section 2 herein, may be assigned or transferred without the prior consent in writing of each party to this Agreement, with the exception of: (a) assignments and transfers of all or part of the Registrable Shares between the Holders; (b) assignments and transfers of all or part of the Registrable Shares from a Holder to any other entity which controls, is controlled by, or is under common control with, such Holder (each being an “Affiliate”); (c) as to any Holder which is a partnership, assignments and transfers of all or part of the Registrable Shares to its partners and to affiliated partnerships managed by the same management company or managing general partner or by an entity which controls, is controlled by, or is under common control with, such management company or managing general partner; (d) assignments and transfers of all or part of the Registrable Shares by a Holder to any fund (or shareholder or partner of any such fund), or any beneficiary of an account or arrangement, managed by such Holder or by the general partner or managing entity of such Holder or by an affiliate thereof (the persons set forth in clauses (a)-(d), collectively, “Permitted Transferees”), or (e) assignment or transfer of all or part of the Registrable Shares by a Holder to a Permitted Transferee in accordance with the provisions of and subject to the limitations set forth in the Articles. Unless otherwise noted in the applicable Joinder Agreement, each Permitted Transferee shall be deemed a Holder.

5.5          Entire Agreement; Amendment and Waiver. This Agreement and the Schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matters hereof and thereof and supersede all prior agreements and understandings, both oral and written between the parties with respect to the subject matters of this Agreement, including the Previous Agreements. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Company and the Holders of at least 65% of the Registrable Shares held by the Holders (voting together as a single class or by consent of such required majority); provided that, in the event any such amendment or waiver would by its terms be disproportionate and adverse to the rights or obligations of the EDNCU Holder or Catalyst, the prior written consent of the EDNCU Holder or Catalyst, as the case may be, will also be required.

5.6          Notices, etc. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be telecopied or mailed by registered mail, postage prepaid, or prepaid air courier, or otherwise delivered by hand or by messenger, addressed to such party's address as set forth below:

If to the Company:

SatixFy Communications Ltd. 12 Hamada St., Rehovot, 7670315 Israel Attention:Yoav Leibovitch Email:   yoav@satixfy.com with a copy (which shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York NY 10017 Attention: Lee Hochbaum Brian Wolfe Michael Kaplan Email: lee.hochbaum@davispolk.com brian.wolfe@davispolk.com michael.kaplan@davispolk.com and Gross & Co. 132 Derech Menachem Begin St. 1 Azrieli Center, Round Building Tel Aviv 6701101 Israel Attention: Richard J. Mann Email: rick@gkh-law.com

If to the Holders:

To the addresses set forth on Exhibit B.

or such other address with respect to a party as such party shall notify each other party in writing as above provided. Any notice sent in accordance with this Section 5.6 shall be effective (i) if mailed, five (5) business days after mailing, (ii) if by air courier, two (2) business days after delivery to the courier service, (iii) if sent by messenger, upon delivery, and (iv) if sent via facsimile or by email, upon transmission and, in the event of facsimile transmission, electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and, in the event of email transmission, in the absence of any reply indicating failure of delivery of the email. All communications shall also be sent by email.

5.7          Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative.

5.8          Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

5.9          Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing such counterpart, and all of which together shall constitute one and the same instrument.

5.10        Aggregation of Shares. Registrable Shares held or acquired by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

5.11        Mutual Drafting. This Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

5.12        Additional Holders. Notwithstanding anything to the contrary contained herein, (i) if the Company issues additional Ordinary Shares following the date hereof, whether pursuant to a share purchase agreement or otherwise, any purchaser of such shares and (ii) any holder as of the date hereof of the Company’s Ordinary Shares that are restricted securities, in each case, may become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement, and thereafter shall be deemed a “Holder” for all purposes hereunder. No action or consent by the Holders shall be required for such joinder to this Agreement by such additional Holder, so long as such additional Holder has executed a Joinder Agreement.

5.13        PFIC Information. At the request (and sole cost) of any requesting U.S. shareholders, the Company will use commercially reasonable efforts to retain a nationally recognized accounting firm to (i) determine whether the Company is a passive foreign investment company (a “PFIC”) under Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”), for its taxable year that includes the Closing Date or a future taxable year and (ii) if it is, (A) determine whether any of the Company’s subsidiaries is a PFIC and (B) provide the U.S. shareholder with the information intended to allow such U.S. shareholder to make a qualified electing fund election under Code Section 1293 with respect to the Company and/or its subsidiaries.

5.14        Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of Catalyst, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder to have registration rights senior to those held by Catalyst. For the avoidance of doubt, this section shall not apply to any registration rights provided in connection with the PIPE.

[Signature Page to Follow]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

SATIXFY COMMUNICATIONS LTD.
By:	/s/ Yoel Gat
Name:	Yoel Gat
Title:	Chief Executive Officer
By:	/s/ Yoav Leibovitch
Name:	Yoav Leibovitch
Title:	Chief Financial Officer

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

YOEL GAT

/s/ Yoel Gat

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

SIMONA GAT

/s/ Simona Gat

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

YOAV LEIBOVITCH

/s/ Yoav Leibovitch

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GARY BEGEMAN

/s/ Gary Begeman

HENRY DUBOIS

/s/ Henry Dubois

MICHAEL LEITNER

/s/ Michael Leitner

HIDEKI KATO

/s/ Hideki Kato

SIMON CATHCART

/s/ Simon Cathcart

MITSUI & CO., LTD

/s/ Kazutomi Shigeeda

By: Kazutomi Shigeeda

Its: General Manager of Space Business Dept.

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

ENDURANCE ACQUISITION CORP.

 

By:	/s/ Richard C. Davis
Name:	Richard C. Davis
Title:	Chief Executive Officer

ENDURANCE ANTARCTICA PARTNERS, LLC

By: ADP Endurance, LLC
Its: Managing Member
By:	/s/ Chandra R. Patel
Name:	Chandra R. Patel
Title:	Managing Director

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

DORON RAINISH

/s/ Doron Rainish

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

JUN XIANG

/s/ Jun Xiang

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GOLDEN ARIE HIGH TECH INVESTMENTS PTE
By:	/s/ Stephen Margolis
Name: Stephen Margolis
Title: Director

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GENE KLEINHENDLER 2001 LAW OFFICES LTD.
By:	[Signature illegible]
Name:
Title:

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

ZOHAR ZISAPEL

/s/ Zohar Zisapel

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

NACHUM HAI

/s/ Nachum Hai

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

MOSES HOLDINGS LLC
By:	/s/ Alfred H. Moses
Name: Alfred H. Moses
Title: Sole member

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

AMIT GILAT

/s/ Amit Gilat

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

ST ENGINEERING IDIRECT, INC.

/s/ Kevin Steen

Name: Kevin Steen

Title: President and CEO

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

CEL CATALYST COMMUNICATIONS LIMITED
By:	/s/ Yair Shamir
Name: Yair Shamir
Title: Managing Partner
By:	/s/ Sheng Yan Fan
Name: Sheng Yan Fan
Title: Managing Partner

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

GLORY VENTURES INVESTMENTS FUND II L.P.
By:	/s/ Yang Guang
Name: Yang Guang
Title: Director

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

SIGNAL INTELLIGENCE INTERNATION LIMITED
By:	/s/ Jinping Wu
Name: Jinping Wu
Title: Director

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

MARK JACOBSEN

/s/ Mark Jacobsen

[Signature Page to A&R Shareholders’ Agreement]

IN WITNESS WHEREOF the parties have signed this Amended and Restated Shareholders’ Agreement as of the date first hereinabove set forth.

LIQUIDITY CAPITAL II LIMITED PARTNERSHIP
By:	/s/ Oshri Harari
Name: Oshri Harari
Title: COO & GC

By:	/s/ Udi Gvirts
Name: Udi Gvirts
Title: CFO & Deputy CEO

[Signature Page to A&R Shareholders’ Agreement]

Exhibit A

Form of Joinder Agreement

[Date]

Reference is hereby made to the Amended and Restated Shareholders’ Agreement, dated March 8, 2022 (the “IRA”), by and between SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Company”), and the Holders named therein. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the IRA.

Pursuant to Section 2.11 of the IRA, each of the undersigned hereby acknowledges, agrees and confirms that, by its execution of this Joinder Agreement, it shall be deemed to be a party to the IRA as if it were an original signatory thereto and hereby expressly assumes, and agrees to perform and discharge, all of the obligations and liabilities of a party thereto as the case may be, under the IRA. All references in the IRA to the “Holders” or “EDNCU Holder”, as the case may be, shall hereafter include each of the undersigned and their respective successors, as applicable.

Each of the undersigned hereby agrees to promptly execute and deliver any and all further documents and take such further action as the Company, the Holders or any undersigned party may reasonably require to effect the purpose of this Joinder Agreement.

This Joinder Agreement shall be governed by and construed according to the laws of the State of New York, without regard to the conflict of laws provisions thereof. Any legal action or proceeding, whether at law or in equity, whether in contract or in tort or otherwise arising out of or relating to this Joinder Agreement or the performance hereunder shall be subject to the exclusive jurisdiction of any New York State or United States Federal court in The City of New York, Borough of Manhattan, and each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of such court. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS JOINDER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS JOINDER AGREEMENT.

[Signature Pages Follow]

21

IN WITNESS WHEREOF, the parties hereto have executed this Joinder Agreement as of the date herein above set forth.

The Company:

SATIXFY COMMUNICATIONS LTD.

By:

Title:

[Permitted Transferees]:

[          ]

By:

22

EXHIBIT B

THE HOLDERS; ADDRESSES

Ordinary Shareholders Address With a copy to (which shall not constitute a service of process):

23

EX-10.5

 Exhibit 10.5

FORM OF UNIT SUBSCRIPTION AGREEMENT

UNIT SUBSCRIPTION AGREEMENT

This UNIT SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this March 8, 2022, by and among SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Issuer”), Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).

WHEREAS, the Issuer, SatixFy MS, a Cayman exempted company and a wholly owned subsidiary of the Issuer (the “Merger Sub”), and SPAC, will, immediately following the execution of this Subscription Agreement, enter into that certain Business Combination Agreement, dated as of March 8, 2022 substantially in the form provided to the Subscriber (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, inter alia, the Merger Sub will be merged with and into the SPAC, with the SPAC surviving as a wholly owned subsidiary of the Issuer (the “Business Combination”), on the terms and subject to the conditions set forth therein (the Business Combination, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”);

WHEREAS, in connection with the Transactions, Subscriber desires to subscribe for and purchase from the Issuer, and the Issuer desires to issue and sell to Subscriber in consideration of the payment of the Purchase Price therefor by or on behalf of Subscriber to the Issuer, that number of units (the “Units”) consisting of (i) one (1) ordinary share of the Issuer, par value NIS 0.0001 per share (the “Ordinary Shares”, and such Ordinary Shares to be purchased as part of the Units, the “Shares”) and (ii) one-half of one redeemable warrant (a “Warrant”), set forth on Subscriber’s signature page hereto, for a purchase price of $10.00 per unit (the “Price Per Unit”). The aggregate purchase price to be paid by the Investor for the subscribed Units (as set forth on the signature page hereto) is referred to herein as the “Purchase Price”;

WHEREAS, each whole Warrant included in the Units will entitle the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment and on the terms and subject to the limitations described in the warrant agreement attached as Exhibit A hereto (the “Warrant Agreement”);

WHEREAS, the Units, Shares, and the Ordinary Shares underlying the Warrants are referred to herein as the “PIPE Securities” and the Shares, the Ordinary Shares underlying the Warrants and the Warrants are referred to herein as the “Listed Securities”;

WHEREAS, the Units are being offered to facilitate the subscriptions; however, the Shares and the Warrants which comprise the Units are not attached and will trade separately without any instruction or detachment obligations on the part of the Investor, Issuer or the Warrant Agent (as defined in the Warrant Agreement); and

WHEREAS, certain other “qualified institutional buyers” (as defined in Rule 144A under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”)), “accredited investors” (within the meaning of Rule 501(a) under the Securities Act) or investors that qualify under one of the categories of investors listed in the First Addendum to the Israeli Securities Law, 5728-1968 (the “Securities Law”) (each, an “Other Subscriber”) have, severally and not jointly, entered into separate subscription agreements with the Issuer (the “Other Subscription Agreements”) substantially similar to this Subscription Agreement, pursuant to which each such Other Subscriber has agreed to purchase Units at the Closing (as defined below) at the same Price Per Unit as the Subscriber, and the aggregate amount of Units to be sold by the Issuer pursuant to this Subscription Agreement and the Other Subscription Agreements equals, as of the date hereof, 2,910,000 Units, representing 2,910,000 Shares and 1,455,000 Warrants.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1.Closing Subscription. Subject to the terms and conditions hereof, at the Closing, Subscriber hereby irrevocably agrees to subscribe for and purchase, and the Issuer hereby irrevocably agrees to issue and sell to Subscriber, upon the payment of the Purchase Price, the Units (such subscription and issuance, the “Subscription”). It is understood and agreed that the Units are being offered to facilitate the Subscription; however, the Shares and the Warrants which comprise the Units are not attached and will trade separately without any instruction or detachment obligations on the part of the Investor, Issuer or the Warrant Agent (as defined in the Warrant Agreement).

2.Additional Shares

(a)Upon and subject to the Closing, Issuer and Continental Stock Transfer & Trust Company, in its capacity as the escrow agent (the “Escrow Agent”), shall enter into an escrow agreement in a form mutually satisfactory to the Issuer and Subscriber (the “Escrow Agreement”), pursuant to which the Issuer shall cause to be delivered to the Escrow Agent on the Closing Date immediately after Issuer has effected a stock issuance prior to the Effective Time, on the terms contemplated by the Business Combination Agreement, (i) 1,175,192 Ordinary Shares otherwise issuable to the Issuer Shareholders as part of the stock issuance and (ii) 391,731 Ordinary Shares on behalf of the Sponsor out of the Ordinary Shares otherwise issuable to the Sponsor at the Closing (which the Sponsor hereby directs the Issuer to deliver on its behalf to the Escrow Agent, in each case which shall be set aside in an account to be held in escrow (the “Escrow Account”). The Ordinary Shares delivered into the Escrow Account, as long as they remain in the Escrow Account, shall be referred to as the “Escrow Shares”, and shall be held in escrow for the duration of the Measurement Period (as defined herein) and disbursed in accordance with the terms of this Subscription Agreement and the Escrow Agreement and, as applicable, in accordance with the pro rata portions of the applicable Issuer Shareholder and the Sponsor (as applicable, the “Pro Rata Portion”) set out on the allocation schedule attached hereto as Schedule I (the “Allocation Schedule”). The parties will take all necessary action so that (i) the Escrow Shares shall appear as issued and outstanding on the balance sheet of the Issuer and shall be legally outstanding under applicable Law, (ii) all dividends paid on the Escrow Shares shall be distributed currently to the persons who would be entitled on the relevant record date (assuming the Measurement Period would have ended on the Trading Day immediately prior to such day) to receive such Escrow Shares assuming a full release of such Escrow Shares to the holders thereof pursuant to this Section on such date, and (iii) all voting rights in respect of such Escrow Shares while they are held in the Escrow Account shall be exercisable by or on behalf of the persons who would be entitled on the relevant record date (assuming the Measurement Period would have ended on the Trading Day immediately prior to such day) to receive such Escrow Shares assuming a full release of such Escrow Shares to the holders thereof pursuant to this Section on such date.

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(b)In the event that the average VWAP over the Measurement Period (the “Measurement Period VWAP”), is less than $10.00 per Ordinary Share, then (i) Subscriber shall be entitled to receive a number of additional Ordinary Shares equal to the product of (x) the number of Shares issued to Subscriber at the Closing as part of the Units that Subscriber holds through the Measurement Date (as defined below), multiplied by (y) a fraction, (A) the numerator of which is $10.00 (as adjusted for any stock split, reverse stock split or similar adjustment following the Closing of the Transactions) minus the Measurement Period VWAP, and (B) the denominator of which is the Measurement Period VWAP (such additional Ordinary Shares, “Additional Shares”), and (ii) Issuer will direct the Escrow Agent to promptly (but in any event within five (5) Business Days) after the Measurement Date, release the Additional Shares in the Escrow Account to the Issuer for issuance to the Subscriber; provided that in the event the Measurement Period VWAP is less than $6.50, the Measurement Period VWAP for purposes of this calculation shall be deemed to be $6.50; provided further that in no event shall the Additional Shares issued to Subscriber and the Other Subscribers, in the aggregate, exceed the Escrowed Shares. For the avoidance of doubt, the Subscriber and Other Subscribers, in the aggregate, shall only be entitled to received Escrowed Shares and no other form of securities. Notwithstanding anything to the contrary herein, no fraction of an Ordinary Share will be delivered pursuant to this Section 2, and if a Subscriber would otherwise be entitled to a fraction of an Ordinary Share, such Subscriber shall instead have the number of Additional Shares issued to such Subscriber rounded down to the nearest whole Ordinary Share. If any Escrow Shares remain in the Escrow Account after transfer to Issuer of the Ordinary Shares sufficient to satisfy in full of the obligation to deliver Additional Shares to Subscriber and the Other Subscribers, in the aggregate, such remaining Escrow Shares shall be released to the Issuer Shareholders and the Sponsor in accordance with each Persons’ Pro Rata Portion as set forth on an updated Allocation Schedule.

(c)In the event the Measurement Period VWAP is equal to or more than $10.00 per Ordinary Share, then the Issuer will instruct the Escrow Agent to promptly (but in any event within five (5) Business Days) after the Measurement Date, release all the Escrow Shares in the Escrow Account to the Issuer, Shareholders and the Sponsor, in accordance with such Persons’ Pro Rata Portion as set forth on an updated Allocation Schedule.

(d)For the purposes of this Subscription Agreement, (i) the “Measurement Period” means the period of thirty (30) consecutive calendar days ending on the sixtieth (60^th) day after the Effectiveness Date of the Registration Statement, (ii) the “Measurement Date” means the last day of the Measurement Period, (iii) “Trading Day” means any day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Ordinary Shares generally occurs on the Stock Exchange or, if the Ordinary Shares are not then listed on the Stock Exchange, on the principal other market on which the Ordinary Shares are then traded, or if the Ordinary Shares are not so listed or traded, then “Trading Day” means a business day, (iv) VWAP Market Disruption Event means, with respect to any date, (A) the failure by the Stock Exchange, or, if the Ordinary Shares are not then listed on the Stock Exchange, the principal other market on which the Ordinary Shares are then traded, to open for trading during its regular trading session on such date or (B) the occurrence or existence, for more than a one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Ordinary Shares or in any options contracts or future contracts relating to the Ordinary Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date and (v) VWAP means, for any Trading Day, the per share volume weighted average price of the Ordinary Shares as displayed under the heading “Bloomberg VWAP” on the applicable Bloomberg page (or, if such page is not available, its equivalent successor pate) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or, if such volume weighted average price is unavailable, the market value of one share of the Ordinary Shares on such Trading Day, determined, using a volume weighted average price method, by a nationally recognized independent investment banking firm selected by the Issuer). The VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

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(e)Subject to Section ‎2(f), Subscriber acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, (i) its right to Additional Shares pursuant to Section ‎2(b) and (ii) any Additional Shares issued to Subscriber pursuant to Section ‎2(b) ((i) and (ii) collectively, the “Lock-up Interests”) shall not be assignable or transferrable by Subscriber through the Measurement Date.

(f)Notwithstanding the provisions set forth in Section ‎2(e), Subscriber may transfer the Lock-up Interests prior to the Measurement Date (i) to any affiliates of the Subscriber, (ii) by virtue of the Subscriber’s certificate of incorporation or bylaws (or equivalent) upon dissolution of the Subscriber; (iii) in connection with a bona fide gift or charitable contribution without consideration; (iv) with the written consent of the board of directors of the Issuer or (v) in connection with a liquidation, merger, stock exchange, reorganization, tender offer or other similar transaction, in each case in this clause (v) as approved by the board of directors of the Issuer or a duly authorized committee thereof, which results in all of the Issuer’s stockholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Closing Date; provided that as a condition to any such transfer such transferee agrees to be bound to this Agreement as if it were the Subscriber hereunder.

3.Representations, Warranties and Agreements.

(a)Subscriber’s Representations, Warranties and Agreements. To induce the Issuer to issue the Units to Subscriber, Subscriber hereby represents and warrants to the Issuer and acknowledges and agrees with the Issuer, as of the date hereof and as of the Closing, as follows:

(i)If Subscriber is not an individual, Subscriber has been duly formed or incorporated and is validly existing in good standing (if the concept of good standing is applicable) under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement. If Subscriber is an individual, Subscriber has the authority to enter into, deliver and perform its obligations under this Subscription Agreement.

(ii)If Subscriber is not an individual, this Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. If Subscriber is an individual, the signature on this Subscription Agreement is genuine, and Subscriber has legal competence and capacity to execute the same. Assuming this Subscription Agreement constitutes the valid and binding agreement of the other parties hereto, then this Subscription Agreement is the valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (B) principles of equity, whether considered at law or equity.

(iii) The execution, delivery and performance by Subscriber of this Subscription Agreement (including compliance by Subscriber with all of the provisions hereof) and the consummation of the transactions contemplated herein do not and will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber or any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries, as applicable, is a party or by which Subscriber or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of Subscriber or any of its subsidiaries, as applicable, is subject, in each case, which would reasonably be expected to prevent or delay Subscriber’s timely performance of its obligations under this Subscription Agreement (a “Subscriber Material Adverse Effect”), (B) if Subscriber is not an individual, result in any violation of the provisions of the organizational documents of Subscriber or any of its subsidiaries, as applicable, or (C) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.

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(iv)Subscriber (A) if not an Israeli resident or entity, is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act or an institutional “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) satisfying the applicable requirements set forth on Schedule I, (B) if an Israeli resident or entity, is an investor in one of the categories of investors listed in the First Addendum to the Israeli Securities Law and set forth in Schedule I and satisfies the applicable requirements set forth on Schedule I, and by signing below confirms that it is fully familiar, following advice of its own legal counsel, with the implications of being such an investor that is investing in the Units and agrees to such implications, (C) is acquiring the Units only for its own account and not for the account of others, or if Subscriber is subscribing for the Units as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or an institutional accredited investor and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations, warranties and agreements herein on behalf of each owner of each such account, for investment purposes only and not with a view to any distribution of the Units in any manner that would violate the federal securities laws of the United States or any other applicable jurisdiction (and shall provide the requested information on Schedule I following the signature page hereto). Subscriber is not an entity formed for the specific purpose of acquiring the Units.

(v)Subscriber understands that the Units are being offered in a transaction not involving any public offering within the meaning of the Securities Act and the Securities Law, and that the Units have not been registered under the Securities Act or the Securities Law. Subscriber understands that (A) the Units and the underlying securities may not be resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (1) to the Issuer or a subsidiary thereof, (2) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act or (3) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (1) and (3), in accordance with any applicable securities laws of the states and other jurisdictions of the United States, (B) the Units and the underlying securities may be subject to transfer restrictions under the Securities Law, and (C) any certificates or book entries representing the Units and the underlying securities shall contain a legend to such effect. Subscriber acknowledges that the Units and the underlying securities will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Units and the underlying securities will be subject to the foregoing restrictions and, as a result of these restrictions, Subscriber may not be able to readily resell the Shares and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Units.

(vi)Subscriber understands and agrees that Subscriber is purchasing the Units directly from the Issuer. Subscriber acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Issuer, the SPAC, the Placement Agents or any of their respective affiliates, officers or directors, expressly or by implication, other than those representations, warranties, covenants and agreements expressly set forth in this Subscription Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in this Subscription Agreement. Subscriber further acknowledges that the Placement Agents and their affiliates may have acquired non-public information with respect to the Issuer and the SPAC which Subscriber agrees need not be provided to it.

(vii)If Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Subscriber represents and warrants that its acquisition and holding of the Units will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law.

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(viii)In making its decision to purchase the Units, Subscriber represents that it has relied solely upon independent investigation made by Subscriber and its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) and the Issuer’s express representations and warranties in Section ‎3(b) hereof. Without limiting the generality of the foregoing, Subscriber has not otherwise relied on any representations, warranties, statements or other information provided by anyone. Subscriber acknowledges and agrees that Subscriber (A) has received, and has had an adequate opportunity to review, such financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Units (including with respect to the Issuer, the SPAC and the Transactions), (B) has made its own assessment and (C) is satisfied concerning the relevant tax and other economic considerations relevant to the Subscriber’s investment in the Units. Subscriber acknowledges that it has reviewed the documents made available to the Subscriber by or on behalf of the Issuer. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Units. Subscriber acknowledges that Barclays Capital Inc. and Cantor Fitzgerald & Co. (collectively, the “Placement Agents”) and their respective directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Issuer, the SPAC or the Units or the accuracy, completeness or adequacy of any information supplied to the Subscriber by the Issuer or the SPAC. Subscriber acknowledges that (1) it has not relied on any statements or other information provided by the Placement Agents or any of the Placement Agents’ affiliates with respect to its decision to invest in the Units (including information related to the Issuer, the SPAC, or the Units) and the offer and sale of the Units, and (2) neither the Placement Agents nor any of their affiliates have prepared any disclosure or offering document in connection with the offer and sale of the Units. Subscriber acknowledges that the information provided to Subscriber is preliminary and subject to change, and that any changes to such information, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect the Subscriber’s obligation to purchase the Units hereunder. Subscriber further acknowledges and agrees that none the Placement Agents, their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing shall have any liability to Subscriber, or to any other subscriber, pursuant to, arising out of or relating to this Subscription Agreement or any Other Subscription Agreement related to the private placement of the PIPE Securities, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the PIPE Securities or with respect to any claim (whether in tort, contract or otherwise) for breach of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or materials of any kind furnished by the Issuer, the SPAC, the Placement Agents or any Non-Party Affiliate concerning the Issuer, the SPAC, the Placement Agents, any of their controlled affiliates, this Subscription Agreement or the transactions contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Issuer, the SPAC, the Placement Agents or any of the Issuer’s, the SPAC’s or the Placement Agents’ controlled affiliates or any family member of the foregoing.

(ix)Subscriber became aware of this offering of the Units solely by means of direct contact from either the Placement Agents, the Issuer or the SPAC as a result of a pre-existing substantive relationship (as interpreted in guidance from the Securities and Exchange Commission (the “Commission”) under the Securities Act) with the Issuer, the SPAC or their respective representatives (including the Placement Agents), and the Units were offered to Subscriber solely by direct contact between Subscriber and the Placement Agents, the Issuer or the SPAC. Subscriber did not become aware of this offering of the Units, nor were the Units offered to Subscriber, by any other means. Subscriber acknowledges that the Placement Agents have not acted as its financial advisor or fiduciary. Subscriber acknowledges that the Units (A) were not offered by any form of general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, and (B) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state or foreign securities laws.

(x)Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Units. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber acknowledges that Subscriber shall be responsible for any of the Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that neither the SPAC or the Issuer, nor any of their respective agents or affiliates, have provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Subscription Agreement. Subscriber understands and acknowledges that the purchase and sale of the Units hereunder meets (A) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (B) the institutional customer exemption under FINRA Rule 2111(b).

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(xi)Alone, or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully considered the risks of an investment in the Units and determined that the Units are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.

(xii)Subscriber understands and agrees that no federal, state or foreign agency has passed upon or endorsed the merits of the offering of the Units or made any findings or determination as to the fairness of an investment in the Units, nor upon the accuracy or adequacy of the SPAC’s reports, schedules, forms, statements and other documents required to be filed by the SPAC under the Securities Act and the Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof.

(xiii)Subscriber represents and warrants that neither Subscriber nor any of its officers, directors, managers, managing members, general partners or any other person acting in a similar capacity or carrying out a similar function is (i) a person or entity named on the List of Specially Designated Nationals and Blocked Persons (“SDN List”) or any other similar list of sanctioned persons, each of which administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC (“OFAC List”), or a person or entity otherwise blocked by any OFAC sanctions program or the U.S. Department of State or (ii) directly or indirectly owned or controlled by, or acting on behalf of, a person that is name on an OFAC List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national or the government, including any political subdivision, agency, or instrumentality thereof, of Cuba, Iran, North Korea, Syria, Lebanon, Venezuela, the Crimea region of Ukraine, Russia, or any other country or territory embargoed or subject to substantial trade restrictions by the United States or the State of Israel, (iv) a Designated National as defined in the Cuban Assets Control Regulations or (v) a non-US shell bank or providing banking services indirectly to a non-US shell bank (collectively, a “Prohibited Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (as amended, the “BSA”), as amended by the USA PATRIOT Act of 2001 (as amended, the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. If Subscriber is not an individual, Subscriber also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC-administered sanctions programs, including the SDN List.

(xiv)Subscriber further represents and warrants that, to the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Units were derived legally and in compliance with OFAC sanctions programs and were not obtained, directly or indirectly, from a Prohibited Investor.

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(xv)If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (“Similar Laws”) , or an entity whose underlying assets are considered to include” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Subscriber represents and warrants that (i) neither the Issuer nor any of its affiliates (collectively, the “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Units, and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Units or (ii) the decision to invest in the Units has been made at the recommendation or direction of an “independent fiduciary” (“Independent Fiduciary”) within the meaning of US Code of Federal Regulations 29 C.F.R. section 2510.3 21(c), as amended from time to time (the “Fiduciary Rule”) who is (1) independent of the Transaction Parties; (2) is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies (within the meaning of the Fiduciary Rule); (3) is a fiduciary (under ERISA and/or section 4975 of the Code) with respect to Subscriber’s investment in the Units and is responsible for exercising independent judgment in evaluating the investment in the Securities; and (4) is aware of and acknowledges that (A) none of the Transaction Parties is undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the purchaser’s or transferee’s investment in the Securities, and (B) the Transaction Parties have a financial interest in the purchaser’s investment in the Units on account of the fees and other remuneration they expect to receive in connection with transactions contemplated by this Subscription Agreement.

(xvi)Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) acting for the purpose of acquiring, holding or disposing of equity securities of the Issuer (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than a “group” comprised solely of affiliates of Subscriber.

(xvii)If Subscriber is a foreign person (as defined in 31 C.F.R. § 800.224) and is acquiring a substantial interest (as defined in 31 C.F.R. § 800.244) in the Issuer, no national or subnational government of a single foreign state has a substantial interest (as defined in 31 C.F.R. § 800.244) in the Subscriber. No Subscriber who is a foreign person (as defined in 31 C.F.R. § 800.224) will acquire control (as defined in 31 C.F.R. § 800.208) of the Issuer.

(xviii)On each date the Purchase Price would be required to be funded to the Issuer pursuant to Section ‎3, Subscriber will have sufficient immediately available funds to pay the Purchase Price pursuant to Section ‎3.

(xix)Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation (including the SPAC, any of its affiliates or any of its or their respective control persons, officers, directors or employees), other than the representations and warranties of the Issuer expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber agrees that neither (A) any other subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s share capital (including the controlling persons, officers, directors, partners, agents or employees of any such subscriber) nor (B) the SPAC, its affiliates or any of their or their respective affiliates’ control persons, officers, directors, partners, agents or employees, shall be liable to Subscriber pursuant to this Subscription Agreement or any other agreement related to the private placement of shares of the Issuer’s share capital for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Units hereunder.

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(xx)If, at any time prior to the Closing, the Issuer reasonably determines, and notifies the Subscriber of such determination, that pursuant to The Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 and the rules and regulations promulgated thereunder (collectively, the “IIA Law”), and in connection with the issuance of the Units, the Subscriber is required to the deliver an undertaking towards the National Technological Innovation Authority in the form and substance prescribed under the IIA Law (the “IIA Undertaking”), the Subscriber will deliver to the Issuer a duly executed IIA Undertaking.

(xxi)Subscriber does not have, as of the date hereof, and during the 30-day period immediately prior to the date hereof such Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a-1 under the Exchange Act or short sale positions with respect to the securities of the Issuer or the SPAC. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Subscription Agreement.

(xxii)No broker or finder is entitled to any brokerage or finder’s fee or commission payable by Subscriber solely in connection with the sale of the Units to Subscriber based on any arrangement entered into by or on behalf of Subscriber.

(xxiii)Subscriber acknowledges that, and unconditionally consents to and waives all actual and potential conflicts of interest with respect to the fact that (i) the Placement Agents are acting as the Issuer’s placement agents in connection with the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements, (ii) Truist Securities, Inc. is acting as financial advisor to the SPAC and/or its affiliates with respect to the Transaction, (iii) Barclays Capital Inc. is acting as financial advisor and capital markets advisor to the Issuer in connection with the Business Combination, and (iv) Cantor Fitzgerald & Co. and Truist Securities, Inc. will receive deferred underwriting commissions upon the closing of the Business Combination, as disclosed in the prospectus relating to the SPAC’s initial public offering dated September 14, 2021 (the “Prospectus”) available at www.sec.gov. Subscriber further acknowledges that the Placement Agents and/or their respective affiliates may have existing or future business relationships with the Issuer and/or the SPAC (including, but not limited to, lending, depository, risk management, advisory and banking relationships as well as principal investments in the SPAC) and will pursue actions and take steps that it deems or they deem necessary or appropriate to protect its or their interests arising therefrom without regard to the consequences for a holder of PIPE Securities and that certain of these actions may have material and adverse consequences for a holder of PIPE Securities.

(xxiv)Notwithstanding anything to the contrary set forth herein, the Subscriber acknowledges and agrees that, subsequent to the date of this Subscription Agreement and prior to the Closing, SPAC may enter into one or more additional subscription agreements with additional investors with terms and conditions that are not materially more advantageous to the investor thereunder than this Subscription Agreement, and entry into such agreements may increase the aggregate amount of Shares being subscribed for in the private placement contemplated by this Subscription Agreement. For the avoidance of doubt, such additional agreements shall reflect not less than the same Purchase Price and shall constitute Other Subscription Agreements for purposes of this Agreement, mutatis mutandis.

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(b)Issuer’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Units, the Issuer hereby represents and warrants to Subscriber as follows:

(i)The Issuer is a corporation duly organized and validly existing under the laws of the State of Israel, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and, subject to obtaining all approvals necessary for the consummation of the Transactions (collectively, the “Required Approvals”), to enter into, deliver and perform its obligations under this Subscription Agreement.

(ii)As of the Closing, the Shares will have been duly authorized and, when issued and delivered to Subscriber against full payment for the Shares in accordance with the terms of this Subscription Agreement and registered with the Issuer’s transfer agent, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of, or subject to any preemptive or similar rights created under, the Issuer’s amended and restated articles of association or similar constitutive agreements or the Laws of the State of Israel.

(iii)As of the Closing, the Warrants will have been duly authorized and, when issued and delivered to Subscriber against full payment for the Warrants in accordance with the terms of this Subscription Agreement and registered with the Issuer’s transfer agent, the Warrants will be validly issued and will not have been issued in violation of, or subject to any preemptive or similar rights created under, the Issuer’s amended and restated articles of association or similar constitutive agreements or the Laws of the State of Israel.

(iv)As of the Closing, all Shares issuable upon exercise of the Warrants will have been duly authorized and reserved for issuance and, upon issuance in accordance with the terms of the Warrants and the Warrant Agreement, will be validly issued, fully paid and not subject to preemptive or similar rights, and will not have been issued in violation of, or subject to any preemptive or similar rights created under, the Issuer’s amended and restated articles of association or similar constitutive agreements or the Laws of the State of Israel.

(v)This Subscription Agreement has been duly authorized, executed and delivered by the Issuer and, assuming that this Subscription Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against the Issuer in accordance with its terms, except as may be limited or otherwise affected by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (B) principles of equity, whether considered at law or equity.

(vi)Subject to obtaining the Required Approvals and assuming the accuracy of the Subscribers’ representations and warranties in Section 3(a), the execution, delivery and performance of this Subscription Agreement (including compliance by the Issuer with all of the provisions hereof), issuance and sale of the Units and the consummation of the transactions contemplated herein do not and will not (A) conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon, any of the property or assets of the Issuer or any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer or any of its subsidiaries, as applicable, is a party or by which the Issuer or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of the Issuer or any of its subsidiaries, as applicable, is subject, in each case, which would reasonably be expected to have a material adverse effect on the legal authority of the Issuer to enter into and perform its obligations under this Subscription Agreement or have a SPAC Material Adverse Effect (as defined in the Business Combination Agreement) (an “Issuer Material Adverse Effect”), (B) result in any violation of the provisions of the organizational documents of the Issuer or any of its subsidiaries, as applicable, or (C) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have an Issuer Material Adverse Effect.

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(vii)Except as set forth in the Business Combination Agreement and the other agreements and arrangements referred to therein, as of the date hereof there are no securities or instruments issued by or to which the Issuer is a party containing anti-dilution or similar provisions that will be triggered by the issuance of (A) the Units, (B) any Ordinary Shares and/or Warrants to be issued pursuant to the Other Subscription Agreements or (C) any shares of capital stock of the Issuer to be issued pursuant to the other Transactions, in each case, that have not been or will not be validly waived or terminate prior to the Closing Date.

(viii)As of the date of this Subscription Agreement, the authorized capital shares of the Issuer consists of 185,830,000 Ordinary Shares, par value NIS 0.0001 per share (“Existing Ordinary Shares”), and (ii) 14,170,000 preferred shares, par value NIS 0.0001 per share (“Preferred Shares”). As of the date of this Subscription Agreement: (i) 18,684,354 Existing Ordinary Shares were issued and outstanding, (ii) 7,300,000 Preferred A Shares were issued and outstanding, (iii) 4,778,000 Preferred B Shares were issued and outstanding and (iv) 856,000 Preferred C Shares were issued and outstanding. Subject to obtaining the Required Approvals, as of the Closing, the Preferred Shares will be converted to Ordinary Shares.

(ix)Assuming the accuracy of Subscriber’s representations and warranties set forth in Section ‎3(a) of this Subscription Agreement, no registration under the Securities Act and no prospectus approved under the Securities Law is required for the offer and sale of the Units by the Issuer to Subscriber.

(x)Neither the Issuer nor any person acting on its behalf has, directly or indirectly, made any offers or sales of any securities of Issuer or solicited any offers to buy any securities of Issuer under circumstances that would adversely affect reliance by the Issuer on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Units under the Securities Act or the Securities Law.

(xi)Concurrently with the execution and delivery of this Subscription Agreement, the Issuer is entering into the Other Subscription Agreements.

(xii)Neither the Issuer, nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Units and neither the Issuer, nor any person acting on its behalf has offered any of the Units in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

(xiii)The Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by the Issuer of this Subscription Agreement (including, without limitation, the issuance of the Units), other than filings (A) with the Commission of the Registration Statement, (B) required by applicable state or federal securities laws, (C) required in accordance with the Business Combination Agreement, (D) required by the Nasdaq Capital Market (“Nasdaq”) or other applicable stock exchange on which the Units are then listed (the “Stock Exchange”), including with respect to obtaining approval of the SPAC’s shareholders, (E) required in connection with the Required Approvals and (F) the failure of which to obtain would not be reasonably expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.

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(xiv)As of the Closing, the Issuer’s Ordinary Shares will be registered pursuant to Section 12(b) of the Exchange Act and will be listed for trading on the Stock Exchange. There is no suit, action, proceeding or investigation pending or to the knowledge of the Issuer, threatened against the Issuer by the Nasdaq or the Commission with respect to any intention by such entity to deregister the Ordinary Shares or prohibit or terminate the listing of Ordinary Shares on the Nasdaq.

(xv)Other than the Placement Agents, Issuer represents and warrants to the other parties hereto that no broker, finder or other financial consultant has acted on its behalf in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on any other parties hereto.

(c)SPAC and the Sponsor’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Units, the SPAC and the Sponsor hereby represent and warrant to Subscriber as follows:

(i)The SPAC is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands (to the extent such concept exists in such jurisdiction). The Sponsor is a limited liability company incorporated, validly existing and in good standing under the laws of the Cayman Islands. The SPAC and the Sponsor each has all power (corporate or otherwise) and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and, subject to the Required Approvals, perform its obligations under this Subscription Agreement.

(ii) This Subscription Agreement has been duly authorized, executed and delivered by the SPAC and Sponsor and, assuming that this Subscription Agreement constitutes a valid and binding obligation of the other parties hereto, is enforceable against the SPAC and Sponsor in accordance with its terms, except as may be limited or otherwise affected by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (B) principles of equity, whether considered at law or equity.

(iii)The Business Combination Agreement has been duly authorized, executed and delivered by the SPAC. The Business Combination Agreement constitute the valid and legally binding obligation of the SPAC, enforceable against it in accordance with its terms, except as may be limited or otherwise affected by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and general principles of equity.

(iv)As of their respective filing dates, or, if amended, as of the date of such amendment, which shall be deemed to supersede such original filing, all reports required to be filed by the SPAC with the Commission as of the date hereof (the “SEC Reports”) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act, and none of the SEC Reports, when filed, or, if amended prior to the date of this Subscription Agreement, as of the date of such amendment with respect to those disclosures that are amended, which shall be deemed to supersede such original filing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the SPAC included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the SPAC as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. A copy of each SEC Report is available to the Investor via the SEC’s EDGAR system.

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(v)The SPAC and the Sponsor are not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by of this Subscription Agreement (including, without limitation, the issuance of the Units by the Issuer), other than (i) filings with the SEC, (ii) filings required by the Stock Exchange, (iii) filings required by applicable Israeli law or Cayman Islands law, (iv) filings required in connection with the Required Approvals or (v) the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a SPAC Material Adverse Effect (as defined in the Business Combination Agreement).

4.Settlement Date, Delivery and Closing.

(a)The closing of the Subscription contemplated hereby (the “Closing”) shall, unless otherwise agreed, occur on the date of the consummation of the Transactions (the “Closing Date”), immediately after the consummation of the Transactions. Upon written notice from (or on behalf of) the Issuer to Subscriber (the “Closing Notice”) at least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Transactions to be satisfied, Subscriber shall deliver to the Issuer at least two (2) Business Days prior to the anticipated Closing Date, the Purchase Price for the Units, by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice, such funds to be held by the Issuer or its designees in escrow until the Closing. On or prior to the Closing Date, the Issuer shall issue the Units to Subscriber and subsequently cause the Units to be registered in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, on Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Units, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to Subscriber evidence of such issuance from the Issuer’s transfer agent. Prior to or at the Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.In the event that the consummation of the Transactions does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer and the Subscriber, the Issuer shall promptly (but in no event later than four (4) Business Days after the anticipated Closing Date specified in the Closing Notice) return the Purchase Price so delivered by Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation, (i) Subscriber acknowledges and agrees that a failure to close on the anticipated Closing Date specified in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 4 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Subscription Agreement is terminated in accordance with Section 6 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing on the Closing Date and immediately following the consummation of the Transactions. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Friday, Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the State of New York or Tel-Aviv, Israel.

(b)Conditions to Closing of the Issuer, SPAC and the Sponsor. The Issuer’s obligations to sell and issue the Units at the Closing and the obligation of the Issuer, SPAC and the Sponsor to consummate the transactions contemplated by this Subscription Agreement, are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Issuer, on or prior to the Closing Date, of each of the following conditions:

(i)The representations and warranties made by the Subscriber in Section ‎3(a) hereof shall be true and correct in all material respects as of the Closing (or, if such representation and warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be so true and correct as of the Closing (or, if such representation and warranties speak as of another date, as of such date) in all respects), but, in each case, (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Subscriber Material Adverse Effect.

(ii)Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Subscriber to consummate the Closing.

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(iii)Subscriber shall have delivered the Purchase Price into the Escrow Account;

(iv)There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States or Israel enjoining or prohibiting the consummation of the Subscription.

(v)The Closing (as defined in the Business Combination Agreement) shall have been or will be consummated substantially concurrently with the Closing.

(vi)At the Closing, Subscriber shall execute and deliver such additional documents and take such additional actions as the Issuer and the SPAC reasonably may deem necessary in order to consummate the transactions contemplated by this Subscription Agreement.

(c) Conditions to Closing of Subscriber. Subscriber’s obligation to purchase the Units at the Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Closing, of each of the following conditions:

(i)The representations and warranties made by the Issuer in Section ‎3(b) and by the SPAC and the Sponsor in Section 3(c) hereof shall be true and correct in all material respects as of the Closing (or, if such representation and warranties speak as of another date, as of such date) (other than representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect, which representations and warranties shall be so true and correct as of the Closing (or, if such representation and warranties speak as of another date, as of such date) in all respects), but, in each case, (x) without giving effect to consummation of the Transactions and (y) other than failures to be true and correct that would not result, individually or in the aggregate, in an Issuer Material Adverse Effect.

(ii)Each of the Issuer, SPAC and the Sponsor shall have respectively, performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by such Person at or prior to the Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Issuer to consummate the Closing.

(iii)There shall not be in force any order, judgment or injunction by or with any governmental authority in the United States or Israel enjoining or prohibiting the consummation of the Subscription.

(iv)There shall not have occurred any suspension of the Units for sale or trading on the Stock Exchange and, to the Issuer’s knowledge, no proceedings for any such purpose shall have been initiated or threatened.

(v)The Issuer shall have delivered the Escrowed Shares to the Escrow Agent, and such Escrowed Shares shall have been deposited into the Escrow Account.

(vi)The Transactions set forth in the Business Combination Agreement shall have been or will be consummated concurrently with the Closing (it being understood that in the event such Transactions have not been or would not reasonably be expected to be consummated due to the assertion by the Issuer or SPAC that any of the conditions set forth in the Business Combination Agreement has not been or would not be satisfied, the Issuer acknowledges and agrees that the Subscriber shall not have any obligation to consummate the Closing or any liability with respect thereto; provided that, subject to Section ‎5 hereof, if the Issuer and the SPAC subsequently consummate the Transaction, the foregoing shall no longer apply); and the terms of the Business Combinations Agreement (including the conditions thereto) shall have not been amended and the Issuer shall not have waived any such term, in a manner that materially and adversely affects the economic benefits that the Subscriber (in its capacity as such) would reasonably expect to receive under this Subscription Agreement.

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5.Registration Statement.

(a)The Issuer agrees that no later than the later of (x) thirty (30) calendar days after the consummation of the Transactions or (y) if the Issuer’s 2021 audited financial statements are required to be included, ninety (90) calendar days following the Issuer’s most recent fiscal year end (the “Filing Date”), the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the Listed Securities (the “Registration Statement”), and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the later of (x) the 90th calendar day if the Commission notifies the Issuer that it will “review” the Registration Statement) following the Closing or (y) if the Issuer’s 2021 audited financial statements are required to be included, 45 calendar days following the inclusion of such 2021 audited financial statements of the Issuer and (ii) the later of (x) the 10th Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review or (y) if the Issuer’s 2021 audited financial statements are required to be included, 45 calendar days following the inclusion of such 2021 audited financial statements of the Issuer , (such earlier date, the “Effectiveness Date”) ; provided, however, that the Issuer’s obligations to include the Listed Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Listed Securities as shall be reasonably requested by the Issuer to effect the registration of the Listed Securities, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. For purposes of clarification, any failure by the Issuer to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve the Issuer of its obligations to file or effect the Registration Statement as set forth above in this Section 5. In addition, in the event any of the Additional Shares are issued to Subscriber pursuant to Section 2, the Issuer shall amend the Registration Statement or file a new Registration Statement to register such Additional Shares and cause such amendment or new Registration Statement to become effective as promptly as practicable thereafter. For purposes of this Section 5, the Listed Securities included in the Registration Statement shall include, as of any date of determination, the Units and any other equity security of the Issuer issued or issuable with respect to the Units by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise.

(b)The Issuer shall, upon reasonable request, inform Subscriber as to the status of the registration effected by the Issuer pursuant to this Subscription Agreement. At its expense, the Issuer shall:

(i)except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which the Issuer determines to obtain, continuously effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earlier of the following: (A) Subscriber ceases to hold any Listed Securities, (B) the date all Listed Securities held by Subscriber may be sold without restriction under Rule 144, including any volume and manner of sale restrictions under Rule 144 and without the requirement for the Issuer to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable), and (C) two years from the Effectiveness Date of the Registration Statement. The period of time during with the Issuer is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration Period”;

(ii)during the Registration Period, advise Subscriber as expeditiously as possible, but in any event within five (5) Business Days in the case of (A) below and within one (1) Business Day in the case of (B) or (C) below:

(A)when the Registration Statement or any post-effective amendment thereto has become effective;

(B)of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; and

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(C)of the receipt by the Issuer of any notification with respect to the suspension of the qualification of the Units included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

Notwithstanding anything to the contrary set forth herein, the Issuer shall not, when so advising Subscriber of such events, provide Subscriber with any material, nonpublic information regarding the Issuer other than to the extent that providing notice to Subscriber of the occurrence of the events listed in (A) through (C) above constitutes material, nonpublic information regarding the Issuer;

(iii)during the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable;

(iv)during the Registration Period, upon the occurrence of any event that requires the making of any changes in the Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except for such times as the Issuer is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, the Issuer shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Listed Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and

(v)during the Registration Period, use its commercially reasonable efforts to cause all Listed Securities to be listed on each securities exchange or market, if any, on which the Issuer’s Ordinary Shares are then listed.

(vi)Notwithstanding anything to the contrary in this Subscription Agreement, during the Registration Period, the Issuer shall not have any obligation to prepare any prospectus supplement, participate in any due diligence, execute any agreements or certificates or deliver legal opinions (other than customary de-legending certificates and opinions or any customary Exhibit 5 opinion required in connection with the initial filing of the Registration Statement) or obtain comfort letters in connection with any sales of the Units under the Registration Statement.

(c)Notwithstanding anything to the contrary in this Subscription Agreement, the Issuer shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by the Issuer or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the Issuer’s board of directors reasonably believes, upon the advice of legal counsel (which may be in-house legal counsel), would require additional disclosure by the Issuer in the Registration Statement of material information that the Issuer has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of the Issuer’s board of directors, upon the advice of legal counsel (which may be in-house legal counsel), to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that the Issuer may not delay or suspend the Registration Statement on more than three (3) occasions, for more than ninety (90) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from the Issuer of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that (i) it will immediately discontinue offers and sales of the Listed Securities under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer unless otherwise required by law or subpoena. If so directed by the Issuer, Subscriber will deliver to the Issuer or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the Listed Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Listed Securities shall not apply (A) to the extent Subscriber is required to retain a copy of such prospectus (1) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (2) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.

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(d)The Issuer shall, notwithstanding any termination of this Subscription Agreement, indemnify, defend and hold harmless the Subscriber (to the extent a seller under the Registration Statement), the officers, directors, agents, partners, members, managers, shareholders, affiliates, employees and investment advisers of the Subscriber, each person who controls the Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the officers, directors, partners, members, managers, shareholders, agents, affiliates, employees and investment advisers of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation by the Issuer of the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Section ‎4, except to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or alleged omissions are based solely upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein. Notwithstanding the forgoing, the Issuer’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Issuer (which consent shall not be unreasonably withheld, delayed or conditioned).

The Issuer shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 5 of which the Issuer is aware.

(e)Subscriber shall, severally and not jointly with any other selling shareholder named in the Registration Statement, indemnify and hold harmless the Issuer, its directors, officers, agents and employees, each person who controls the Issuer (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or that are based upon (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, or any form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding Subscriber furnished in writing to the Issuer by Subscriber expressly for use therein, or (ii) any violation or alleged violation by such Subscriber of the Securities Act, Exchange Act, Securities Law or any state securities law or any rule or regulation thereunder in connection with the sale of their shares under any such Registration Statement. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Listed Securities giving rise to such indemnification obligation. Notwithstanding the forgoing, the Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned).

(i)The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party and shall survive the transfer of the Listed Securities purchased pursuant to this Subscription Agreement.

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(ii)If the indemnification provided under this Section ‎5(e) from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any Losses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the Losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section ‎5(e) from any person who was not guilty of such fraudulent misrepresentation. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Listed Securities purchased pursuant to this Subscription Agreement giving rise to such contribution obligation.

6.Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Business Combination Agreement is validly terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if the Closing shall not have occurred on or before 30 days after the Termination Date (as defined in the Business Combination Agreement as in effect on the date hereof), provided, that the right to terminate this Subscription Agreement pursuant to this clause (c) shall not be available to the Subscriber if the Subscriber’s breach of any of its covenants or obligations under this Subscription Agreement (or, if one or more affiliates of the Subscriber is or are, as applicable, Other Subscribers under the Other Subscription Agreements, such other Subscriber’s breach of any of its covenants or obligations under such Other Subscription Agreement), either individually or in the aggregate, shall have resulted in the failure of the Closing or the Transactions to occur on or before the Termination Date; provided, that (i) Section ‎3(a) shall survive any termination of this Subscription Agreement that occurs following the funding by Subscriber of the Purchase Price in accordance with the terms and conditions of this Subscription Agreement, and (ii) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Issuer shall notify Subscriber of the termination of the Business Combination Agreement promptly after the termination of such agreement.

7.Miscellaneous.

(a)Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Subscription as contemplated by this Subscription Agreement.

(i)Subscriber acknowledges that the Issuer, the SPAC and the Placement Agents will rely on the acknowledgments, understandings, agreements, representations and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer, the SPAC and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties made by Subscriber set forth herein are no longer accurate in all material respects. Subscriber further acknowledges and agrees that each Placement Agent is a third-party beneficiary of the representations and warranties of the Subscriber contained in Sections ‎3(a)(vi), ‎3(a)(viii), ‎3(a)(ix) and ‎3(a)(xxiii) of this Subscription Agreement to the extent such representations and warranties relate to such Placement Agent.

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(ii)The Issuer acknowledges and agrees that each of the Placement Agents is entitled to rely on the agreements, representations and warranties of the Issuer contained in this Subscription Agreement. Prior to the Closing, the Issuer agrees to promptly notify the Placement Agents if any of the agreements, representations and warranties of the Issuer are no longer accurate in all material respects.

(iii)Each of the Issuer, Subscriber and the SPAC is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

(iv)The Issuer or the SPAC may request from Subscriber such additional information as the Issuer or SPAC, as applicable, may deem necessary to evaluate the eligibility of Subscriber to acquire the Units, and Subscriber shall promptly provide such information as may be reasonably requested, to the extent within Subscriber’s possession and control and consistent with internal policies and procedure; provided, that, each of the Issuer and the SPAC agrees to keep any such information provided by Subscriber confidential except as required by law.

(v)Each party shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.

(vi)Each of Subscriber, the Issuer and SPAC, respectively, shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described therein no later than immediately following the consummation of the Transactions.

(vii)The Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at the Subscriber’s direction or pursuant to any understanding with the Subscriber (including the Subscriber’s controlled affiliates other than any broker-dealer affiliate of Subscriber that is subject to confidentiality obligations to the Issuer), directly or indirectly, (A) offer, sell, pledge, contract to sell, sell any option in, or engage in hedging activities with respect to, any Units or any securities of either the SPAC or the Issuer or any instrument exchangeable for or convertible into any Units or any securities of the SPAC or the Issuer (collectively, the “Covered Securities”) until the consummation of the Transactions (or such earlier termination of this Subscription Agreement in accordance with its terms) or (B) execute any “short sales” (as defined in Rule 200 of Regulation SHO under the Exchange Act) of any Covered Securities or Additional Shares issued pursuant to the terms of this Agreement through the Measurement Date. Notwithstanding the foregoing, (A) nothing herein shall prohibit any entities under common management with the Subscriber that have no knowledge of this Subscription Agreement or of the Subscriber’s participation in the transactions contemplated hereby (including the Subscriber’s controlled affiliates and/or affiliates) from entering into any short sales; (B) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, this Section ‎7(a)(vii) shall only apply with respect to the portion of assets managed by the portfolio managers that made, or were made aware of, the investment decision to purchase the Units covered by this Subscription Agreement.

(b)The Issuer acknowledges and agrees that, notwithstanding anything herein to the contrary, the Units may be pledged by Subscriber in connection with a bona fide margin agreement, provided such pledge shall be (A) pursuant to an available exemption from the registration requirements of the Securities Act or (B) pursuant to, and in accordance with, a registration statement that is effective under the Securities Act at the time of such pledge, and Subscriber effecting a pledge of Units shall not be required to provide Issuer with any notice thereof; provided, however, that neither Issuer or their counsel shall be required to take any action (or refrain from taking any action) in connection with any such pledge, other than providing any such lender of such margin agreement with an acknowledgment that the Units are not subject to any contractual prohibition on pledging or lock up, the form of such acknowledgment to be subject to review and comment by Issuer in all respects.

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(c)Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i)if to Subscriber, to such address or addresses set forth on the signature page hereto;

(ii)if to the Issuer, to:

SatixFy Communications Ltd.

12 Hamada St.,

Rehovot, 7670315

Israel

Attention:      Yoav Leibovitch

Email:             yoav@satixfy.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York NY 10017

Attention:   Lee Hochbaum
Brian Wolfe
Michael Kaplan

Email: lee.hochbaum@davispolk.com brian.wolfe@davispolk.com michael.kaplan@davispolk.com

and

Gross & Co.

132 Derech Menachem Begin St.

1 Azrieli Center, Round Building

Tel Aviv 6701101

Israel

Attention:       Richard J. Mann

Email:               rick@gkh-law.com

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if to the SPAC, to:

Endurance Acquisition Corp.
630 Fifth Avenue, 20^th Floor

New York, NY 10111

Attention:       Richard C. Davis

Email:             rdavis@enduranceacquisition.com

with a copy to (which shall not constitute notice) to:

Morrison & Foerster LLP

250 West 55^th Street

New York, NY 10019

Attention: Larry Medvinsky

Email: LMedvinsky@mofo.com

(d)Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

(e)Modifications and Amendments. This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought.

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(f) Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s rights to purchase the Units) may be transferred or assigned without the prior written consent of each of the other parties hereto (other than the Units acquired hereunder, if any, and then only in accordance with this Subscription Agreement). Notwithstanding the foregoing, Subscriber may assign some or all of its rights and obligations under this Subscription Agreement to any affiliate of Subscriber or fund or account managed or advised by the same investment manager or investment adviser as the Subscriber or by an affiliate of such investment manager (which shall include any Person in which such investment manager holds 50% or more of such Person’s voting securities) without the prior consent of the Issuer; provided that (x) prior to such assignment, any such assignee shall agree in writing to be bound by the terms hereof and (y) no such assignment shall relieve the Subscriber of its obligations hereunder.

(g)Benefit. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns.

(h)Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

(i)Consent to Jurisdiction; Waiver of Jury Trial. Each of the parties irrevocably consents to the exclusive jurisdiction and venue of any state or federal court sitting in the Borough of Manhattan in the City and State of New York (the “Chosen Courts”), in connection with any matter based upon or arising out of this Subscription Agreement. Each party hereby waives, and shall not assert as a defense in any legal dispute, that (i) such person is not personally subject to the jurisdiction of the Chosen Courts for any reason, (ii) such legal proceeding may not be brought or is not maintainable in the Chosen Courts, (iii) such person’s property is exempt or immune from execution, (iv) such legal proceeding is brought in an inconvenient forum or (v) the venue of such legal proceeding is improper. Each party hereby consents to service of process in any such proceeding in any manner permitted by New York law, further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section ‎7(b) and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. Notwithstanding the foregoing in this Section ‎7(i), a party may commence any action, claim, cause of action or suit in a court other than the Chosen Courts solely for the purpose of enforcing an order or judgment issued by the Chosen Courts. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS SUBSCRIPTION AGREEMENT WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT. FURTHERMORE, NO PARTY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

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(j)Severability. If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

(k)No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

(l)Remedies.

(i)The parties agree that irreparable damage would occur if this Subscription Agreement was not performed or the Closing is not consummated in accordance with its specific terms or was otherwise breached and that money damages or other legal remedies would not be an adequate remedy for any such damage. It is accordingly agreed that the parties hereto shall be entitled to equitable relief, including in the form of an injunction or injunctions, to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in an appropriate court of competent jurisdiction as set forth in Section ‎7(i), this being in addition to any other remedy to which any party is entitled at law or in equity, including money damages. The right to specific enforcement shall include the right of the Issuer to cause Subscriber to cause the transactions contemplated hereby to be consummated on the terms and subject to the conditions and limitations set forth in this Subscription Agreement. The parties hereto further agree (A) to waive any requirement for the security or posting of any bond in connection with any such equitable remedy, (B) not to assert that a remedy of specific enforcement pursuant to this Section ‎7(l) is unenforceable, invalid, contrary to applicable law or inequitable for any reason and (C) to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate.

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(ii)The parties acknowledge and agree that this Section ‎7(l) is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.

(m)Survival of Representations and Warranties. All representations and warranties made by the parties hereto in this Subscription Agreement shall survive the Closing. For the avoidance of doubt, if for any reason the Closing does not occur immediately following the consummation of the Transactions, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Transactions and remain in full force and effect.

(n)Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

(o)Counterparts. This Subscription Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

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(p) Construction. 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 Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription 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. All references in this Subscription Agreement to numbers of shares, per share amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof (it being understood that the number of Units and Purchase Price per Unit set forth in this Subscription Agreement assumes that the Issuer has effected a stock split prior to the Effective Time, on the terms contemplated by the Business Combination Agreement, in order to cause the value of each Ordinary Share to equal $10.00, and no further adjustment shall be required on account of such stock split).

(q)Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

8.Cleansing Statement; Consent to Disclosure.

(a)The SPAC shall, by 9:00 a.m., New York City time, on the first (1st) Business Day immediately following the date of this Subscription Agreement, issue one (1) or more press releases or file with the Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements, and the Transactions. From and after the publication of the Disclosure Document, the Subscriber shall not, unless otherwise agreed by the Subscriber, be in possession of any material, non-public information received from the SPAC or any of its officers, directors, employees or agents in connection with the transactions contemplated by this Subscription Agreement and the Transactions, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral with the SPAC, the Placement Agents, or any of their affiliates in connection with the Transactions, unless otherwise agreed by the Subscriber; provided, that the foregoing shall not apply to the Sponsors.

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(b)Subscriber hereby consents to (x) the disclosure in each of the Registration Statement contemplated by Section 5 of this Subscription Agreement, the Form F-4 to be filed by the Issuer with the SEC subsequent to the execution and delivery of the Business Combination Agreement (“Form F-4”) and the Proxy Statement (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by the Issuer or the SPAC to any governmental authority or to securityholders of the Issuer or the SPAC) of Subscriber’s identity, the fact that it is a party to this Agreement (but not the Purchase Price to be paid by Subscriber or the number or percentage of Units subscribed for hereunder (such information “Allocation Information”)), and the general nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed appropriate by the Issuer or the SPAC, a copy of the “form-of” this Subscription Agreement (which does not contain any Allocation Information) and (y) the disclosure in the Registration Statement contemplated by Section 5 of this Subscription Agreement (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by the Issuer or the SPAC to any governmental authority or to securityholders of the Issuer or the SPAC) of the Allocation Information; provided that, except in the case of such disclosures by the Issuers or the SPAC in the Registration Statement contemplated by Section 5 of this Subscription Agreement, the Form F-4 or Proxy Statement (including any amendments or supplements thereto) or as otherwise required by applicable law, rule or regulation, the Issuer or the SPAC will not specifically name the Subscriber.  Other than in the Registration Statement contemplated by Section 5 of this Subscription Agreement, as required by any laws, rules or regulations (including, without limitation, securities laws, rules or regulations), at the request of the staff of the Commission or any regulatory agency or as set forth in the immediately preceding sentence, without Subscriber’s prior written consent (including by email), neither the Issuer nor the SPAC shall, and shall cause their respective  officers, directors, affiliates, and agents (including the Placements Agents) not to, publicly disclose the name of the Subscriber or any of its affiliates or investment advisers (i) in any press release or marketing materials or (ii) in any filing with the Commission or any regulatory agency or trading market other than as set forth above, except to the Issuer’s securityholders, lawyers, independent accountants and other advisors and service providers who reasonably require such information in connection with the provision of services to such person, are advised of the confidential nature of such information and are obligated to keep such information confidential; provided that, in the case of the foregoing clauses (i) and (ii), the Issuer or SPAC, as applicable, shall provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure, in each case, to the extent such disclosure specifically names Subscriber. Subscriber will promptly provide any information reasonably requested by the Issuer or the SPAC for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

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9.Trust Account Waiver. Notwithstanding anything to the contrary set forth herein, Subscriber acknowledges that it has read the Investment Management Trust Agreement, dated as of September 17, 2021, by and between the SPAC and Continental Stock Transfer & Trust SPAC, a New York corporation, and understands that the SPAC has established the trust account described therein (the “Trust Account”) for the benefit of the SPAC’s public shareholders and that disbursements from the Trust Account are available only in the limited circumstances set forth therein. Subscriber further acknowledges and agrees that the SPAC’s sole assets consist of the cash proceeds of the SPAC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public shareholders. Accordingly, Subscriber (on behalf of itself and its controlled affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and the SPAC to collect from the Trust Account any monies that may be owed to them by the SPAC or any of its affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any knowing and intentional material breach by any of the parties to this Subscription Agreement of any of its representations or warranties as set forth in this Subscription Agreement, or such party’s material breach of any of its covenants or other agreements set forth in this Subscription Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a material breach of this Subscription Agreement; provided, however, that nothing in this Section 9 shall be deemed to limit Subscriber’s right, title, interest, or claim to the Trust Account by virtue of Subscriber’s record or beneficial ownership of securities of the SPAC acquired by any means, other than pursuant to this Subscription Agreement, including any redemption right with respect to any such securities of the SPAC. In the event Subscriber has any Claim against the SPAC under this Subscription Agreement, Subscriber shall pursue such Claim solely against the SPAC and its assets outside the Trust Account and not against the property or any monies in the Trust Account. This Section ‎9 shall survive the termination of this Subscription Agreement for any reason.

10.       Rule 144. From and after such time as the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may allow Subscriber to sell the Units to the public without registration are available to holders of the Issuer’s ordinary shares and until the second (2nd) anniversary of the Closing Date, the Issuer shall, at its expense:

(a)make and keep public information available, as those terms are understood and defined in Rule 144;

(b)use commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Issuer under the Securities Act and the Exchange Act so long as the Issuer remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144 to enable Subscriber to sell the Units under Rule 144 for so long as the Subscriber holds any Units;

27 

(c)furnish to Subscriber, promptly upon Subscriber’s reasonable request, (i) a written statement by the Issuer, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act, and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Issuer and such other reports and documents so filed by the Issuer, and (iii) such other information as may be reasonably requested to permit Subscriber to sell such securities pursuant to Rule 144 without registration; and

(d)If in the opinion of counsel to the Issuer, it is then permissible to remove the restrictive legend from the Units pursuant to Rule 144 under the Securities Act, then at Subscriber’s request, the Issuer will request its transfer agent to remove the legend set forth in Section ‎3(a)(v).

(e)The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, or the Issuer under the Business Combination Agreement. The decision of Subscriber to purchase Units pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Issuer, the SPAC or any of their respective subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein, in any Other Subscription Agreement or in the Business Combination Agreement, and no action taken by Subscriber, any investor or the Issuer pursuant hereto or thereto, shall be deemed to constitute the Subscriber, the other investors or the Issuer as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Subscriber, the other investors or the Issuer are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement, the Other Subscription Agreements or the Business Combination Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.

[Signature Page Follows]

28 

IN WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above.

ISSUER

SATIXFY COMMUNICATIONS LTD.
By:
	Name:
	Title:

SPAC

ENDURANCE ACQUISITION CORP.
By:
	Name:
	Title:

Accepted and agreed this [·] day of __________

SUBSCRIBER:

Signature of Subscriber:		Signature of Joint Subscriber, if applicable:
By:		By:
	Name:		Name:
	Title:		Title:

Date: [·], 2022

Name of Subscriber:	By:	Name of Joint Subscriber, if applicable:
(Please print. Please indicate name and capacity of person signing above)		(Please print. Please indicate name and capacity of person signing above)

Name in which securities are to be registered
(if different from the name of Subscriber listed
directly above):

Email Address:

If there are joint investors, please check one:

¨ Joint Tenants with Rights of Survivorship

¨ Tenants-in-Common

¨      Community Property

Subscriber’s EIN	Joint Subscriber’s EIN:
Business Address - Street	Mailing Address – Street (if different)
City, State, Zip:	City, State, Zip:
Attn:	Attn:
Telephone No.:	Telephone No.:
E-mail:	Facsimile No.:

Aggregate Number of Units subscribed for:

Aggregate Purchase Price: $

You must pay the Purchase Price by wire transfer of U.S. dollars in immediately available funds, to be held in escrow until the Closing, to the account specified by the Issuer in the Closing Notice. The aggregate Purchase Price assumes that the Issuer has effected a stock split prior to the Effective Time, on the terms contemplated by the Merger Agreement, in order to cause the value of each Ordinary Share to equal $10.00.

SCHEDULE I

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

A. QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the applicable subparagraphs):

1. ¨ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) (a “QIB”) and have marked and initialed the appropriate box on the following pages indicating the provision under which we qualify as a QIB.

2. ¨ We are subscribing for the Units as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.

*** OR ***

B. INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check the applicable subparagraphs):

1. ¨ We are an “accredited investor” (within the meaning of Rule 501(a) under the Securities Act) and have marked and initialed the appropriate box on the following pages indicating the provision under which we qualify as an “accredited investor.”

2. ¨ We are not a natural person.-

*** AND ***

C. QUALIFIED ISRAELI INVESTOR STATUS (for Israeli investors only – please check the applicable box): N/A

1. Are you an investor in one of the categories listed in the First Addendum to the Israeli Securities Law, 5728-1968, and listed on pages I-8 – I- 9, such an investor being referred to in this Questionnaire as a “Qualified Israeli Investor”?

¨ Yes ¨ No

2. Please specify the category of investors listed in the First Addendum to the Israeli Securities Law, 5728-1968, to which you belong, by completing pages I-8 – I-9 below.

3. If you are an individual, please enclose a letter from an attorney or accountant certifying that such person has taken reasonable measures (other than the relying on a statement made by you) to certify that you are a “Qualified Israeli Investor.” Said letter should also describe the measures taken by such attorney or accountant.

I-1 

4. By signing the Subscription Agreement, you certify that you are fully familiar, following advice of your own legal counsel, with the implications of being a Qualified Israeli Investor investing in the Ordinary Shares of SatixFy Communications Ltd. and agree to it.

*** AND ***

D. AFFILIATE STATUS (Please check the applicable box) SUBSCRIBER:

¨ is:

¨ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Issuer or acting on behalf of an affiliate of the Issuer.

This page should be completed by Subscriber
and constitutes a part of the Subscription Agreement.

I-2 

“QUALIFIED INSTITUTIONAL BUYER” STATUS

The Subscriber is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):

¨ The Subscriber is an entity that, acting for its own account or the accounts of other qualified institutional buyers, in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and:

¨ is an insurance company as defined in section 2(a)(13) of the Securities Act;

¨ is an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or any business development company as defined in section 2(a)(48) of the Investment Company Act;

¨ is a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended (“Small Business Investment Act”) or any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act of 1972 (“Consolidated Farm and Rural Development Act”);

¨ is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees;

¨ is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);

¨ is a trust fund whose trustee is a bank or trust company and whose participants are exclusively (a) plans established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, of (b) employee benefit plan within the meaning of Title I of the ERISA, except, in each case, trust funds that include as participants individual retirement accounts or H.R. 10 plans;

¨ is a business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”);

¨ is an organization described in section 501(c)(3) of the Code, corporation (other than a bank as defined in section 3(a)(2) of the Act, a savings and loan association or other institution referenced in section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution), partnership, limited liability company, or Massachusetts or similar business trust;

¨ is an investment adviser registered under the Investment Advisers Act; or

¨ is an institutional accredited investor, as defined below, that does not qualify for any other category of “Qualified Institutional Buyer” listed herein.

I-3 

¨ The Subscriber is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the Subscriber;

¨ The Subscriber is a dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer;

¨ The Subscriber is an investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies² which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with Subscriber or are part of such family of investment companies;

¨ The Subscriber is an entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; or

¨ The Subscriber is a as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Subscriber and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale of securities in the case of a US bank or savings and loan association, and not more than 18 months preceding the date of sale of securities for a foreign bank or savings and loan association or equivalent institution.

² “Family of investment companies” means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor); provided that, (a) each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company and (b) investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor)

I-4 

Rule 501(a) under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box(es) below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

¨ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

¨ Any broker or dealer registered pursuant to section 15 of the Exchange Act;

¨ Any investment adviser registered pursuant to section 203 of the Investment Advisers Act or registered pursuant to the laws of a state;

¨ Any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act;

¨ Any insurance company as defined in section 2(a)(13) of the Securities Act;

¨ Any investment company registered under the Investment Company Act or a business development company as defined in section 2(a)(48) of the Investment Company Act;

¨ Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act;

¨ Any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act;

¨ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

¨ Any employee benefit plan within the meaning of Title I of the ERISA, if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

I-5 

¨ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act;

¨ Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization described in section 501(c)(3) of the Code, in each case that was not formed for the specific purpose of acquiring the securities offered and that has total assets in excess of $5,000,000;

¨ Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

¨ Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary residence shall not be included as an asset; (b) indebtedness that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (c) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability;

¨ Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

¨ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D under the Securities Act;

¨ Any entity in which all of the equity owners are “accredited investors”;

¨ Any entity, other than an entity described in the categories of “accredited investors” above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000;

¨ Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status;

¨ Any natural person who is a “knowledgeable employee,” as defined in the Investment Company Act, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act;

¨ Any “family office,” as defined under the Investment Advisers Act that satisfies all of the following conditions: (i) with assets under management in excess of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; or

¨ Any “family client,” as defined under the Investment Advisers Act, of a family office meeting the requirements in the previous paragraph and whose prospective investment in the issuer is directed by such family office pursuant to the previous paragraph.

I-6 

“QUALIFIED ISRAELI INVESTOR” STATUS

The Subscriber is a “Qualified Israeli Investor” if it is an entity that meets any one of the following categories at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):

¨ A joint investment fund or the manager of such a fund within the meaning of the Joint Investments in Trust Law, 5754-1994;

¨ A provident fund or the manager of such a fund within the meaning of the Control of Financial Services Law (Provident Funds), 5765-2005;

¨ An insurance company as defined in the Supervision of Insurance Business Law, 5741-1981;

¨ A banking corporation or a supporting corporation within the meaning of the Banking (Licensing) Law, 5741-1981, with the exception of a joint services company, purchasing for its own account or for the accounts of clients who are Qualified Israeli Investors;

¨ A licensed portfolio manager within the meaning of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995, purchasing for its own account or for the accounts of clients who are Qualified Israeli Investors;

¨ A licensed investment advisor or a licensed investment marketer within the meaning of the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995, purchasing for its own account;

¨ A member of the Tel Aviv Stock Exchange, purchasing for its own account or for the accounts of clients who are Qualified Israeli Investors;

¨ An underwriter that satisfies the criteria prescribed in Section 56(c) of the Israeli Securities Law, 5728-1968, purchasing for its own account;

¨ A venture capital fund (defined for this purpose as an entity whose principal activity is investing in entities that are engaged primarily in research and development, or in the manufacture of innovative products and processes, with an unusually high investment risk);

¨ An entity that is wholly owned by Qualified Israeli Investors; or

¨ An entity, except for an entity that was incorporated for the purpose of investing in securities in a specific offering, whose shareholders equity exceeds NIS 50 million.

I-7 

¨ An individual who meets any of the below criteria (please check all relevant boxes below and provide an up to date written confirmation from a lawyer or accountant):

¨ The aggregate value of Liquid Assets³ owned by the undersigned exceeds NIS 8,095,444.

¨ The undersigned’s income in each of the last two years exceeds NIS 1,214,317, or the undersigned’s aggregate Family Unit⁴ income exceeds NIS 1,821,475.

¨ The aggregate value of Liquid Assets owned by the undersigned exceeds NIS 5,059,652 and the undersigned’s income in each of the last two years exceeds NIS 607,158, or his/her aggregate Family Unit income exceeds NIS 910,737.

³ Liquid Assets means cash, deposits (including foreign currency deposits), financial assets (units or shares in registered funds, options, futures contracts, structures and professional training funds), and traded securities.

⁴ Family Unit means an individual and his/her family members who live with him/her or whose livelihoods are dependent on each other.

I-8 

EX-10.6

Exhibit 10.6

EXECUTION VERSION

PURCHASE AGREEMENT

This PURCHASE AGREEMENT is made and entered into as of March 8, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), the resulting publicly listed company pursuant to the transactions contemplated by that certain Business Combination Agreement (the “Business Combination Agreement”), dated as of February 28, 2022, by and between the Company, Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”) and SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company, such transactions being referred to herein as the “Merger”.

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $75,000,000 in aggregate gross purchase price of newly issued ordinary shares, par value $0.0001 per share, in the capital of the Company (the “Common Shares”), and (ii) the Exchange Cap (to the extent applicable under Section 3.3);

WHEREAS, such sales of Common Shares by the Company to the Investor will be made in reliance upon the provisions of Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and/or Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act (“Regulation D”), and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and sales of Common Shares by the Company to the Investor to be made hereunder; AND

WHEREAS, immediately following the closing of the Merger and the transactions contemplated by the Business Combination Agreement (the “Closing”) the parties intend to enter to into a Registration Rights Agreement in the form attached as Exhibit A hereto (the “Registration Rights Agreement”), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set forth in this Agreement.

Article II
PURCHASE AND SALE OF COMMON SHARES

Section 2.1         Purchase and Sale of Stock. Upon the terms and subject to the conditions of this Agreement, during the Investment Period, the Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Investor, and the Investor shall purchase from the Company, up to the lesser of (i) $75,000,000 (the “Total Commitment”) in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of Common Shares and (ii) the Exchange Cap, to the extent applicable under Section 3.3 (such lesser amount of Common Shares, the “Aggregate Limit”), by the delivery to the Investor of VWAP Purchase Notices as provided in Article III.

Section 2.2         Commitment Date; Settlement Dates. This Agreement shall become effective and binding (the “Commitment Effective Time”) upon (a) the delivery of counterpart signature pages of this Agreement executed by each of the parties hereto, and (b) the delivery of all other documents, instruments and writings required to be delivered at the Closing, in each case as provided in Section 7.1, to the offices of King & Spalding LLP at 1185 6^th Avenue, Floor 34, New York, New York 10036, at 7:30 a.m., New York City time, on the Commitment Date. In consideration of and in express reliance upon the representations, warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period, the Company, at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the Shares in respect of each VWAP Purchase. The delivery of Shares in respect of each VWAP Purchase, and the payment for such Shares, shall occur in accordance with Section 3.2, provided that all of the conditions precedent in Article VII shall have been fulfilled at the applicable times set forth in Article VII.

Section 2.3         Initial Public Announcements and Required Filings. The Company shall, not later than 5:00 p.m., New York City time, on the next business day following the date of this Agreement, cause SPAC to file with the Commission a Current Report on Form 8-K disclosing the execution of this Agreement by the Company and the Investor and describing the material terms thereof, and attaching as exhibits thereto a copy of this Agreement and if applicable, any press release issued by the Company disclosing the execution of this Agreement and the Registration Rights Agreement by the Company (including all exhibits thereto, the “Current Report”). The Company shall provide the Investor and its legal counsel a reasonable opportunity to comment on a draft of the Current Report prior to filing the Current Report with the Commission and shall give due consideration to all such comments. From and after the Closing, the Company shall, or caused SPAC to publicly disclose, to have publicly disclosed all material, nonpublic information delivered to the Investor (or the Investor’s representatives or agents) by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, agents or representatives (if any) in connection with the transactions contemplated by the Transaction Documents, except as otherwise agreed by the Investor. The Company shall use its commercially reasonable efforts to prepare and, as soon as practicable following the Merger, file with the Commission the Initial Registration Statement and any New Registration Statement covering only the resale by the Investor of the Registrable Securities in accordance with the Securities Act and the Registration Rights Agreement. At or before 8:30 a.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall use its commercially reasonable efforts to file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment thereto).

2

Article III
PURCHASE TERMS

Subject to the satisfaction of the conditions set forth in Article VII, the parties agree as follows:

Section 3.1         VWAP Purchases. Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice, in substantially the form attached hereto as Exhibit D, after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on a VWAP Purchase Date, to purchase a number of Shares equal to the applicable VWAP Purchase Share Amount, not to exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such VWAP Purchase Date in accordance with this Agreement (each such purchase, a “VWAP Purchase”). In addition, the Investor may, in its sole discretion, accept a VWAP Purchase Notice after 9:00 a.m., New York City time, on a VWAP Purchase Date, provided that such acceptance, once provided, shall be irrevocable and binding and the Company’s obligation to deliver the shares that are the subject of such VWAP Purchase Notice shall be binding; provided that, if the Investor does not accept a VWAP Purchase Notice that is delivered after 9:00 a.m., New York City time, such VWAP Purchase Notice shall be deemed to be null and void. The Investor may also, in its sole discretion, accept additional VWAP Purchase Notices within a Trading Day, in which case any prior VWAP Purchase Notice accepted by the Investor in such Trading Day shall be null, void, superseded and replaced in its entirety by such subsequent VWAP Purchase Notice. The Company may timely deliver a VWAP Purchase Notice to the Investor as often as every Trading Day (and may deliver multiple VWAP Purchase Notices in any given day, it being understood that a subsequent VWAP Purchase Notice will supersede and replace all earlier VWAP Purchase Notices delivered within the same Trading Day in their entirety), so long as all Shares subject to all prior VWAP Purchases theretofore required to have been received by the Investor as DWAC Shares under this Agreement have been delivered to the Investor as DWAC Shares in accordance with this Agreement. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount, such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase such excess Shares in respect of such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount in such VWAP Purchase. Each VWAP Purchase Notice must be include a VWAP Purchase Share Estimate. Each VWAP Purchase Notice must be accompanied by instructions to the Company’s Transfer Agent to immediately issue to the Investor an amount of Common Shares equal to the VWAP Purchase Share Estimate, a good faith estimate by the Company of the number of Shares constituting the applicable VWAP Purchase Share Amount that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice. The Investor will promptly instruct the Transfer Agent to return to the Company any amount of Common Shares issued pursuant to the VWAP Purchase Share Estimate that exceeds the number of Shares constituting the applicable VWAP Purchase Share Amount the Investor actually purchases in connection with such VWAP Purchase (such amount the “Excess Shares”). Alternatively, if the Transfer Agent does not return the Excess Shares to the Company on the VWAP Purchase Date in accordance with the Investor’s instructions, or if otherwise instructed in writing by the Company, Investor may retain such Excess Shares (provided Investor will not be deemed to have purchased such Excess Shares), and such excess Shares will be deemed pre-delivered Shares that will reduce the number of Shares required to be delivered by the Company in accordance with this Section on the next VWAP Purchase Date in connection with such VWAP Purchase Notice. At or prior to 5:30 p.m., New York City time, on the VWAP Purchase Date for each VWAP Purchase, the Investor shall provide to the Company a written confirmation for such VWAP Purchase (each, a “VWAP Purchase Confirmation”) setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the Post-Effective Amendment Period.

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Section 3.2         Settlement. For purposes of this section the “VWAP Purchase Share Delivery Date” shall be the date of the VWAP Purchase Notice, or such later date on which the Shares are actually delivered to the Investor (it being acknowledged and agreed that the Company may not deliver any additional VWAP Purchase Notice to the Investor until all such Shares subject to such VWAP Purchase, and all Shares subject to all prior VWAP Purchase Notices, have been received by the Investor as DWAC Shares in accordance with this Agreement). For each VWAP Purchase, the Investor shall pay to the Company an amount in cash equal to the product of (a) the total number of Shares purchased by the Investor in such VWAP Purchase and (b) the applicable VWAP Purchase Price for such Shares (the “VWAP Purchase Amount”), as full payment for such Shares purchased by the Investor in such VWAP Purchase, via wire transfer of immediately available funds, not later than 5:00 p.m., New York City time, on the second (2^nd) Trading Day immediately following the applicable VWAP Purchase Share Delivery Date for such VWAP Purchase, provided the Investor shall have timely received, as DWAC Shares, all of such Shares purchased by the Investor in such VWAP Purchase on such VWAP Purchase Share Delivery Date in accordance with the first sentence of this Section 3.2, or, if any of such Shares are received by the Investor after 1:00 p.m., New York City time, then the Company’s receipt of such funds in its designated account may occur on the next Trading Day following the Trading Day on which the Investor shall have received all of such Shares as DWAC Shares, but not later than 5:00 p.m., New York City time, on such next Trading Day. If the Investor fails to pay the VWAP Purchase Amount when due, the Investor will return the DWAC Shares to the Company. If the Company or the Transfer Agent shall fail for any reason to deliver to the Investor, as DWAC Shares, any Shares purchased by the Investor in a VWAP Purchase prior to 10:30 a.m., New York City time, on the second (2^nd) Trading Day immediately following the date of the applicable VWAP Purchase Notice for such VWAP Purchase, and if on or after such Trading Day the Investor purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale by the Investor of such Shares that the Investor anticipated receiving from the Company on such VWAP Purchase Share Delivery Date in respect of such VWAP Purchase, then the Company shall, within one (1) Trading Day after the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Common Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Shares as DWAC Shares (and Investor’s obligation to purchase such Shares from the Company) shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total purchase price paid by the Investor pursuant to this Agreement for all of the Shares purchased by the Investor in such VWAP Purchase; provided, that Investor agrees to use its commercially reasonable efforts to purchase Common Shares in respect of the Cover Price only in normal brokerage transactions at the prevailing price per share of Common Shares then available. The Company shall not issue any fraction of a share of Common Shares to the Investor in connection with any VWAP Purchase effected pursuant to this Agreement. If the issuance would result in the issuance of a fraction of a share of Common Shares, the Company shall round such fraction of a share of Common Shares up or down to the nearest whole share. All payments to be made by the Investor pursuant to this Agreement shall be made by wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice to the Investor in accordance with the provisions of this Agreement.

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Section 3.3         Compliance with Rules of Principal Market.

(a)         Exchange Cap. The Company shall not issue or sell any Common Shares pursuant to this Agreement, and the Investor shall not purchase or acquire any Common Shares pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of Common Shares that would be issued pursuant to this Agreement and the transactions contemplated hereby would exceed 19.99% of the voting power or number of Common Shares issued and outstanding after giving effect to the Merger and other transactions contemplated by the Business Combination Agreement, which number of shares shall be reduced, on a share-for-share basis, by the number of Common Shares issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market (such maximum number of shares, the “Exchange Cap”), unless the Company’s stockholders have approved the issuance of Common Shares pursuant to this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market. For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Shares pursuant to this Agreement; provided, that if such stockholder approval is not obtained, the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 3.3(b).

(b)         General. The Company shall not issue or sell any Common Shares pursuant to this Agreement if such issuance or sale would reasonably be expected to result in (A) a violation by it of the Securities Act (unless such violation is by only caused by the Investor) or (B) a breach of the rules of the Principal Market. The provisions of this Section 3.3 shall not be implemented in a manner otherwise than in strict conformity with the terms of this Section 3.3 unless necessary to ensure compliance with the Securities Act and the applicable rules of the Principal Market.

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Section 3.4         Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell, and the Investor shall not purchase or acquire, any Common Shares under this Agreement which, when aggregated with all other Common Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates (on an aggregated basis) of more than 4.99% of the outstanding voting power or Common Shares (the “Beneficial Ownership Limitation”). The Investor will provide the Company with prior written notice if it and its affiliates plan to go over the Beneficial Ownership Limitation. Upon the written or oral request of the Investor, the Company shall promptly (but not later than the next business day on which the Transfer Agent is open for business) confirm orally or in writing to the Investor the number of Common Shares then outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required under this Section 3.4 and the application of this Section 3.4. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error. The provisions of this Section 3.4 shall not be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3.4 unless necessary to properly give effect to the limitations contained in this Section 3.4.

Article IV
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

The Investor hereby makes the following representations, warranties and covenants to the Company:

Section 4.1         Organization and Standing of the Investor. The Investor is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.

Section 4.2         Authorization and Power. The Investor has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the Registration Rights Agreement and to purchase or acquire the Shares in accordance with the terms hereof. The execution, delivery and performance by the Investor of this Agreement and the Registration Rights Agreement and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization of the Investor is required. This Agreement has been, and the Registration Rights Agreement, when executed in accordance with this Agreement shall be, duly executed and delivered by the Investor and constitutes, and the Registration Rights Agreement shall constitute, a valid and binding obligation of the Investor enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership, or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).

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Section 4.3         No Conflicts. The execution, delivery and performance by the Investor of this Agreement, the Registration Rights Agreement, when executed in accordance with this Agreement, and the consummation by the Investor of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of such Investor’s certificate of formation, limited liability company agreement or other applicable organizational instruments, (ii) conflict with, constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Investor is a party or is bound, or (iii) result in a violation of any federal, state, local or foreign statute, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to the Investor or by which any of its properties or assets are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, defaults, terminations, amendments, acceleration, cancellations and violations as would not, individually or in the aggregate, prohibit or otherwise interfere with, in any material respect, the ability of the Investor to enter into and perform its obligations under this Agreement and the Registration Rights Agreement. The Investor is not required under any applicable federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement and the Registration Rights Agreement or to purchase or acquire the Shares in accordance with the terms hereof, other than as may be required by FINRA; provided, however, that for purposes of the representation made in this sentence, the Investor is assuming and relying upon the accuracy of the relevant representations and warranties and the compliance with the relevant covenants and agreements of the Company in the Transaction Documents to which it is a party.

Section 4.4         Investment Purpose. The Investor is acquiring the Shares for its own account, for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, in violation of the Securities Act or any applicable state securities laws; provided, however, that by making the representations herein, the Investor does not agree, or make any representation or warranty, to hold any of the Shares for any minimum or other specific term and reserves the right to dispose of the Shares at any time in accordance with, or pursuant to, a registration statement filed pursuant to the Registration Rights Agreement or an applicable exemption under the Securities Act. The Investor does not presently have any agreement or undertaking, directly or indirectly, with any Person to sell or distribute any of the Shares, except in transactions registered under the Securities Act. The Investor is acquiring the Shares hereunder in the ordinary course of its business.

Section 4.5         Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

Section 4.6         Reliance on Exemptions. The Investor understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.

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Section 4.7         Information. All materials relating to the business, financial condition, management and operations of the Company and materials relating to the offer and sale of the Shares which have been requested by the Investor, Prior to the Commitment Date, have been furnished or otherwise made available to the Investor or its advisors. The Investor understands that its investment in the Shares involves a high degree of risk. The Investor is able to bear the economic risk of an investment in the Shares and has such Knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of a proposed investment in the Shares. The Investor and its advisors have been afforded the opportunity to ask questions of and receive answers from representatives of the Company concerning the financial condition and business of the Company and other matters relating to an investment in the Shares. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement or in any other Transaction Document to which the Company is a party or the Investor’s right to rely on any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby (including, without limitation the opinions of the Company’s counsel delivered pursuant to this Agreement and the Registration Rights Agreement). The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. The Investor understands that it (and not the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement.

Section 4.8         No Governmental Review. The Investor understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

Section 4.9         No General Solicitation. The Investor is not purchasing or acquiring the Shares as a result of any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.

Section 4.10         Not an Affiliate. The Investor is not an officer, director or an Affiliate of the Company. During the Investment Period, the Investor will not acquire for its own account any Common Shares or securities exercisable for or convertible into Common Shares, other than pursuant to this Agreement; provided, however, that nothing in this Agreement shall prohibit or be deemed to prohibit the Investor from purchasing, in an open market transaction or otherwise, Common Shares necessary to make delivery by the Investor in satisfaction of a sale by the Investor of Shares that the Investor anticipated receiving from the Company in connection with the settlement of a VWAP Purchase if the Company or its transfer agent shall have failed for any reason (other than a failure of Investor or its Broker-Dealer (as defined below) to set up a DWAC and required instructions) to electronically transfer all of the Shares subject to such VWAP Purchase to the Investor on the applicable VWAP Purchase Share Delivery Date by crediting the Investor’s or its designated Broker-Dealer’s account at DTC through its DWAC delivery system in compliance with Section 3.2 of this Agreement. For the avoidance of doubt, the foregoing restriction does not apply to any affiliate of the Investor, provided that any such purchases do not cause the Investor to violate any applicable Exchange Act requirement, including Regulation M.

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Section 4.11         No Prior Short Sales. At no time prior to the date of this Agreement has the Investor, its sole member or any of their respective officers or any entity managed or controlled by the Investor or its sole member, engaged in or effected, in any manner whatsoever, directly or indirectly, for its own principal account, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Shares of either SPAC or the Company or (ii) hedging transaction, which establishes a net short position with respect to the Company Shares of either SPAC or the Company that remains in effect as of the date of this Agreement, unless any transaction referred to in (i) or (ii) was carried out in a manner that did not violate Section 5 of the Securities Act with respect to the Common Shares of either the SPAC or the Company.

Section 4.12         Statutory Underwriter Status. The Investor acknowledges that it will be disclosed as an “underwriter” and a “selling shareholder” in each Registration Statement and in any Prospectus contained therein to the extent required by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities.

Section 4.13         Resales of Shares. The Investor will resell such Shares only pursuant to the Registration Statement in which the resale of such Shares is registered under the Securities Act, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations.

Section 4.14         Residency. The Investor is a resident of the State of Delaware.

Article V
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY

The Company hereby makes the following representations, warranties and covenants to the Investor, except as disclosed in the Disclosure Schedules to this Agreement or filed in the Commission Documents:

Section 5.1         Organization, Good Standing and Power. The Company and each of its Subsidiaries are duly organized, validly existing as a corporation or company and in good standing under the laws of their respective jurisdictions of organization to the extent such jurisdictions have the concept of good standing or a similar concept. The Company and each of its Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected to have a material adverse effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

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Section 5.2         Subsidiaries. The subsidiaries set forth on Schedule 5.2 (collectively, the “Subsidiaries”), are the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission). Except as set forth in Schedule 5.2 of this Agreement, the Company owns, directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar rights. Except as set forth in Schedule 5.2 of this Agreement, each of the Company’s Subsidiaries is duly licensed or qualified and in good standing (or equivalent status as applicable) as a foreign corporation (or other entity, if applicable) in each jurisdiction in which the assets owned or leased by it or the character of its activities require it to be licensed or qualified or in good standing (or equivalent status as applicable), except where the failure to be so licensed or qualified, individually or in the aggregate, has not had and would not be expected to have a Material Adverse Effect.

Section 5.3         Authorization, Enforcement. Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any VWAP Purchase Notice), the Company has the requisite corporate power and authority to enter into and perform its obligations under each of the Transaction Documents to which it is a party and to issue the Shares in accordance with the terms hereof and thereof. Except for approvals of the Company’s Board of Directors or a committee thereof as may be required in connection with any issuance and sale of Shares to the Investor hereunder (which approvals shall be obtained prior to the delivery of any VWAP Purchase Notice), the execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no further consent or authorization of the Company, its Board of Directors or its stockholders is required. Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application (including any limitation of equitable remedies).

Section 5.4         Capitalization. As of the Commitment Effective Time, the authorized capital stock of the Company and the shares thereof issued and outstanding shall be as set forth in Schedule 5.4 to this Agreement as of the dates reflected therein. All of the outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth in Schedule 5.4 to this Agreement, this Agreement and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any securities under the Securities Act. Except as set forth in Schedule 5.4 of this Agreement, no Common Shares are entitled to preemptive rights. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents from time to time, the Company is not a party to, and it has no Knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in Schedule 5.4 to this Agreement, there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any of the other Transaction Documents or the consummation of the transactions described herein or therein. The Company will file, as provided to the Investor prior to the Commencement Date, true and correct copies of the Company’s Amended and Restated Memorandum and Articles of Association as in effect on the Commitment Date (the “Articles”).

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Section 5.5         Issuance of Shares. The Shares to be issued under this Agreement have been, or with respect to Shares to be purchased by the Investor pursuant to a particular VWAP Purchase Notice, will be, prior to the delivery to the Investor hereunder of such VWAP Purchase Notice, duly and validly authorized by all necessary corporate action on the part of the Company. The Shares, if and when issued and sold against payment therefor in accordance with this Agreement, shall be validly issued and outstanding, fully paid and non-assessable and free from all liens, charges, taxes, security interests, encumbrances, rights of first refusal, preemptive or similar rights and other encumbrances with respect to the issue thereof, and the Investor shall be entitled to all rights accorded to a holder of Common Shares. At or prior to Commencement, the Company shall have duly authorized and reserved a number of shares of Common Shares equal to the Exchange Cap for issuance and sale as Shares to the Investor pursuant to VWAP Purchases that may be effected by the Company, in its sole discretion, from time to time from and after the Commencement Date, pursuant to this Agreement.

Section 5.6         No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby do not and shall not (i) result in a violation of any provision of the Company’s Articles, (ii) conflict with or constitute a material default (or an event which, with notice or lapse of time or both, would become a material default) under, or give rise to any rights of termination, amendment, acceleration or cancellation of, any material agreement, mortgage, deed of trust, indenture, note, bond, license, lease agreement, instrument or obligation to which the Company or any of its Subsidiaries is a party or is bound, (iii) create or impose a lien, charge or encumbrance on any the Shares if and when issued and sold against payment therefor in accordance with this Agreement, (iv) result in a violation of any federal, state, local or foreign statute, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries (including federal and state securities laws and regulations and the rules and regulations of the Principal Market or applicable Principal Market), except, in the case of clauses (ii), (iii) and (iv), for such conflicts, defaults, terminations, amendments, acceleration, cancellations, liens, charges, encumbrances and violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or that have been waived. Except as specifically contemplated by this Agreement or the Registration Rights Agreement and as required under the Securities Act, any applicable state securities laws and applicable rules of the Principal Market, the Company is not required under any federal, state or local rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency (including, without limitation, the Principal Market) in order for it to execute, deliver or perform any of its obligations under the Transaction Documents to which it is a party, or to issue the Shares to the Investor in accordance with the terms hereof and thereof (other than such consents, authorizations, orders, filings or registrations as have been obtained or made prior to the Commitment Date); provided, however, that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the representations and warranties of the Investor in this Agreement and the compliance by it with its covenants and agreements contained in this Agreement and the Registration Rights Agreement.

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Section 5.7         Commission Documents, Financial Statements; Internal Controls Over Financial Reporting; Accountants.

(a)         As of the date of this Agreement, neither the Company nor any Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. As of its filing date (or, in the case of the Company’s Registration Statement on Form F-4 filed in connection with the Merger, as of its effective date), each Commission Document filed with or furnished to the Commission shall in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Commitment Date, on the date of such amended or superseded filing). Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission and on each VWAP Purchase Date shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from such Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing, when taken together, on its date and on each VWAP Purchase Date shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The statistical, demographic and market-related data included in the Registration Statement and Prospectus shall be based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. Each Commission Document (other than the Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto) to be filed with or furnished to the Commission after the Commitment Date and incorporated by reference in the Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto required to be filed pursuant to this Agreement or the Registration Rights Agreement (including, without limitation, the Current Report), when such document is filed with or furnished to the Commission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

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(b)         The consolidated financial statements of the Company that will be included or incorporated by reference in the Commission Documents, together with the related notes and schedules, will present fairly, in all material respects, the consolidated financial position of the Company and its then consolidated subsidiaries as of the dates indicated on Schedule 5.7(b) of this Agreement, and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and its then consolidated subsidiaries for the periods specified (A) were prepared in accordance with the International Financial Reporting Standards (the “IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) are based upon and consistent with information contained in the books and records of the Company and (C) fairly presents in all material respects in accordance with IFRS the financial position, results of operations and cash flows of the Company and its then consolidated subsidiaries as at the date thereof. The pro forma condensed combined financial statements and the pro forma combined financial statements and any other pro forma financial statements or data that will be included or incorporated by reference in the Commission Documents will comply with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. There will be no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Commission Documents that will not be included or incorporated by reference as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification Paragraph 810-10-25-20), which are not references and quantified in the consolidated financial statements of the Company.

(c)         Ziv Haft, (“Ziv Haft”) whose report on the consolidated financial statements of the Company as of December 31, 2020 have been provided to the Investor, are and, during the periods covered by their report, were an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United States). To the Company’s Knowledge, Ziv Haft is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act with respect to the Company.

(d)         Except as will be disclosed in the Commission Documents, there is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company as applicable) will have made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley Act. Except as will be set out in the Commission Documents, the Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets and maintain internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and including those policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles, (iii) that receipts and expenditures of the Company are being made only in accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Except as will be set out in the Commission Documents, the Company and the Subsidiaries will maintain such controls and other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to ensure that material information relating to the Company or the Subsidiaries is made known to them by others within those entities, particularly during the period in which such periodic reports are being prepared.

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Section 5.8         No Material Adverse Effect. Since December 31, 2021, there has not been any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a Material Adverse Effect.

Section 5.9         No Material Defaults. Neither the Company nor any of its Subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries are subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material Adverse Effect.

Section 5.10       No Preferential Rights. Except set forth Schedule 5.10 of this Agreement or as will be set forth in the Commission Documents or provided hereunder, (i) no Person, has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Shares or shares of any other capital stock or other securities of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Shares or shares of any other capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Shares offered hereunder, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Shares or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise.

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Section 5.11       Material Contract. Except as disclosed in the schedules to this Agreement or filed in the Commission Documents, neither the Company nor any of its Subsidiaries is in material breach of or default in any respect under the terms of any Material Contract and, to the Knowledge of the Company, as of the date hereof, no other party to any Material Contract is in material breach of or default under the terms of any Company Material Contract. Each agreement between the Company and a third party is in full force and effect and is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the Knowledge of the Company, is a valid and binding obligation of each other party thereto. The Company has not received any written notice of the intention of any other party to a Material Contract to terminate for default, convenience or otherwise, or not renew, any Material Contract.

Section 5.12       Solvency. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to Title 11 of the United States Code or any similar federal or state bankruptcy law or law for the relief of debtors, nor does the Company have any Knowledge that its creditors intend to initiate involuntary bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings for relief under Title 11 of the United States Code or any other federal or state bankruptcy law or any law for the relief of debtors. The Company is financially solvent and is generally able to pay its debts as they become due.

Section 5.13       Real Property; Intellectual Property.

(a)         Except as set forth on Schedule 5.13(a) of this Agreement and as will be set forth in the Commission Documents, the Company and its Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all personal property described in the Commission Documents as being owned by them that are material to their businesses, in each case free and clear of all liens, encumbrances and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or personal property described in the Commission Documents as being leased by the Company and any of its Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made of such property by the Company or any of its Subsidiaries or (B) would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Commission Documents or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, individually or in the aggregate.

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(b)         Except as set forth on Schedule 5.13(b) of this Agreement and will be disclosed in the Commission Documents, the Company and its Subsidiaries own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their respective businesses as now conducted, except to the extent that the failure to own, possess, license or have other rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as will be disclosed in the Commission Documents and as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) to the Company’s Knowledge, there is no infringement by third parties of any Intellectual Property owned by the Company or any of its Subsidiaries (“Company Intellectual Property”); (ii) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by third parties challenging the Company’s and its Subsidiaries’ rights in or to any registered Company Intellectual Property, and the Company is unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iii) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by third parties (A) challenging the validity or scope of any registered Company Intellectual Property or (B) that the Company and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of third parties; (iv) to the Company’s Knowledge, the Company and its Subsidiaries have complied with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such agreements are in full force and effect; and (v) the Company and its Subsidiaries have taken commercially reasonable efforts to maintain the confidentiality of all material trade secrets and other material confidential information included in the Company Intellectual Property.

Section 5.14       Actions Pending. Except as set forth on Schedule 5.14 of this Agreement and as will be disclosed in the Commission Documents, there are no actions, suits or proceedings by or before any Governmental Authority pending, nor, to the Company’s Knowledge, any audits or investigations by or before any Governmental Authority to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries is the subject that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect and, to the Company’s Knowledge, no such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental Authority or threatened by others.

Section 5.15       Compliance with Law. The Company and each of its Subsidiaries are in compliance with all applicable laws, regulations and statutes (including all environmental laws and regulations) in the jurisdictions in which it carries on business, except where failure to be so in compliance would not reasonably be expected to result in a Material Adverse Effect; the Company has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations and statutes, and is not aware of any pending change or material contemplated change to any applicable law or regulation or governmental position.

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Section 5.16       Certain Fees. Except as disclosed to the Investors, neither the Company nor any of its Subsidiaries has incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions herein contemplated.

Section 5.17       Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or any of its agents, advisors or counsel with any information that could reasonably be expected to constitute material, nonpublic information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by the Transaction Documents, during any VWAP Purchase Period. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting resales of Shares under the Registration Statement.

Section 5.18       Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).

Section 5.19       Disclosure Controls. Following the Closing, the Company and each of its Subsidiaries shall maintain systems of internal accounting controls sufficient to provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Commission Documents, from and after the Closing, the Company shall establish disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and design such disclosure controls and procedures to ensure that material information relating to the Company and each of its Subsidiaries is made known to the certifying officers by others within those entities, particularly during the period in which the Company’s Annual Report on Form 20-F as the case may be, is being prepared.

Section 5.20       Permits. Except as set forth on Schedule 5.20 to this Agreement and as will be disclosed in the Commission Documents, the Company and its Subsidiaries have made all filings, applications and submissions required by, possesses and is operating in compliance with, all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the appropriate federal, state or foreign Governmental Authority for the ownership or lease of their respective properties or to conduct its businesses as described in the Commission Documents (collectively, “Permits”), except for such Permits the failure of which to possess, obtain or make the same would not reasonably be expected to have a Material Adverse Effect; the Company and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure to be in compliance would not have a Material Adverse Effect; all of the Permits are valid and in full force and effect, except where any invalidity, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any written notice relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course except where the failure to obtain any such renewal would not, individually or in the aggregate, have a Material Adverse Effect. This Section 5.20 does not relate to environmental matters, such items being the subject of Section 5.21.

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Section 5.21       Environmental Compliance. Except as set forth on Schedule 5.21 of this Agreement and as will be set forth in the Commission Documents, the Company and its Subsidiaries (i) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as described in the Commission Documents; and (iii) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 5.22       No Improper Practices. Except as set forth on Schedule 5.22 of this Agreement and as will be set forth in the Commission Documents (i) Neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or any Subsidiary nor, to the Company’s Knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution in violation of applicable law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any applicable law or of the character required to be disclosed in the Commission Documents and (ii) neither the Company nor the Subsidiaries nor any director, officer or employee of the Company or any Subsidiary nor, to the Company’s Knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary has (A) violated or is in violation of any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”), (B) promised, offered, provided, attempted to provide or authorized the provision of anything of value, directly or indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or securing any improper advantage; or (C) made any payment of funds of the Company or any Subsidiary or received or retained any funds in violation of any Anti-Corruption Laws.

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Section 5.23       AML Compliance. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Knowledge of the Company, threatened.

Section 5.24       Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Condition and Results of Operations (Release No. 33-8056; 34-45321; FR 61), required to be described in the Commission Documents which have not be described as required.

Section 5.25       Transactions With Affiliates. Except as disclosed on Schedule 5.25 of this Agreement and as will be set out in the Commission Documents, no relationship, direct or indirect, exists between or among the Company or any of its Subsidiaries on the one hand, and the directors, officers, trustees, managers, stockholders, partners, customers or suppliers of the Company or any of the Subsidiaries on the other hand, which would be required by the Securities Act or the Exchange Act to be disclosed in the Commission Documents, which is not so disclosed.

Section 5.26       Labor Disputes. Except as set forth on Schedule 5.26 of this Agreement and as will be disclosed in the Commission Documents, none of the Company nor any of its Subsidiaries is bound by or subject to any collective bargaining or similar agreement with any labor union, and, to the Knowledge of the Company, none of the employees, representatives or agents of the Company or any of its Subsidiaries is represented by any labor union. The Company and its Subsidiaries have complied with all employment laws applicable to employees of the Company and its Subsidiaries, except where non-compliance with any such employment laws would not have a Material Adverse Effect. Except as will be disclosed in the Commission Documents, no labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the Knowledge of the Company, is threatened which would result in a Material Adverse Effect.

Section 5.27       Use of Proceeds. The proceeds from the sale of the Shares by the Company to Investor shall be used by the Company in the manner as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement.

Section 5.28       Investment Company Act Status. The Company is not, and as a result of the consummation of the transactions contemplated by the Transaction Documents and the application of the proceeds from the sale of the Shares as will be set forth in the Prospectus included in any Registration Statement (and any post-effective amendment thereto) and any Prospectus Supplement thereto filed pursuant to the Registration Rights Agreement the Company will not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

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Section 5.29       Margin Rules. Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company will violate Regulation T, U or X of the Board of Governors of the Federal reserve System or any other regulation of such Board of Governors.

Section 5.30       Taxes. Except as disclosed on Schedule 5.30 of this Agreement, the Company and each of its Subsidiaries have, filed all U.S. federal, state, local and non-U.S. tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as will be otherwise disclosed in or contemplated by the Commission Documents, no tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would have, individually or in the aggregate, reasonably be expected to be a Material Adverse Effect. The Company has no Knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would reasonably have a Material Adverse Effect, except for deficiencies which are being contested in good faith and with respect to which adequate reserves have been established.

Section 5.31       ERISA. Except as will be disclosed in the Commission Documents, to the Knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.

Section 5.32       Stock Transfer Taxes. All stock transfer or other similar taxes (which does not include, for the avoidance of doubt, income taxes) which are required to be paid in connection with the sale and transfer of the Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.

Section 5.33       Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is customary for companies engaged in similar businesses in similar industries.

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Section 5.34       Exemption from Registration. Subject to, and in reliance on, the representations, warranties and covenants made herein by the Investor, the offer and sale of the Shares in accordance with the terms and conditions of this Agreement is exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D; provided, however, that at the request of and with the express agreements of the Investor (including, without limitation, the representations, warranties and covenants of Investor set forth in Section 4.9 through 4.13), the Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued to the Investor or its designee only as DWAC Shares and will not bear legends noting restrictions as to resale of such securities under federal or state securities laws, nor will any such securities be subject to stop transfer instructions.

Section 5.35       No General Solicitation or Advertising. Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Shares.

Section 5.36       No Integrated Offering. None of the Company, its Subsidiaries or any of their Affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Shares under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Shares to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market. None of the Company, its Subsidiaries, their Affiliates nor any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of the issuance of any of the Shares under the Securities Act or cause the offering of any of the Shares to be integrated with other offerings.

Section 5.37       Dilutive Effect. The Company is aware and acknowledges that issuance of the Shares could cause dilution to existing stockholders and could significantly increase the outstanding number of Common Shares. The Company further acknowledges that its obligation to issue the Shares to be purchased by the Investor pursuant to a VWAP Purchase is, upon the Company’s delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase in accordance with this Agreement, absolute and unconditional following the delivery of such VWAP Purchase Notice to the Investor, regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

Section 5.38       Manipulation of Price. Neither the Company nor any of its officers, directors or Affiliates has, and, to the Knowledge of the Company, no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed or intended to cause or to result in the stabilization or manipulation of the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, in each case to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company. Neither the Company nor any of its officers, directors or Affiliates will during the term of this Agreement, and, to the Knowledge of the Company, no Person acting on their behalf will during the term of this Agreement, take any of the actions referred to in the immediately preceding sentence.

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Section 5.39       Listing and Maintenance Requirements; DTC Eligibility. The Common Shares are expected to be registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not received notice from the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. The Common Shares will be, after the Commencement Date, eligible for participation in the DTC book entry system and will be on deposit at DTC for transfer electronically to third parties via DTC through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares is being imposed or is contemplated.

Section 5.40       Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s Articles that is or could become applicable to the Investor as a result of the Investor and the Company fulfilling their respective obligations or exercising their respective rights under the Transaction Documents (as applicable), including, without limitation, as a result of the Company’s issuance of the Shares and the Investor’s ownership of the Shares.

Section 5.41       OFAC. Neither the Company nor any of its Subsidiaries (collectively, the “Entity”), nor any director or officer of the Entity nor, to the Company’s Knowledge, any employee, agent, affiliate or representative of the Company, is a Person that is, or is owned or controlled by a Person that is (i) the subject of any sanctions administered or enforced by the (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authorities, including, without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions Evaders List or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country or territory (including, without limitation, the Crimea region of the Ukraine, Cuba, Iran, North Korea, Sudan and Syria (the “Sanctioned Countries”)). The Entity will not, directly or indirectly, use the proceeds from the sale of Shares, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person (a) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions or is a Sanctioned Country, or (b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the transactions contemplated by this agreement, whether as underwriter, advisor, investor or otherwise). For the past five years, the Entity has not engaged in, and is now not engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or was a Sanctioned Country.

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Section 5.42       Information Technology; Compliance with Data Privacy Laws.

(a)         Except as will be disclosed in the Commission Documents, and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries’ information technology (i) assets and equipment, (ii) computers, (iii) systems, (iv) networks, (v) hardware, (vi) software, (vii) websites, (viii) applications, and (ix) databases (collectively, “IT Systems”) operate and perform in all material respects as required in connection with the operation of the business of the Company as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Except as will be disclosed in the Commission Documents, and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including all “Personal Data” (defined below) and all other sensitive, confidential or regulated data controlled by the Company and its Subsidiaries in connection with their businesses (“Confidential Data”). “Personal Data” means, to the extent applicable to the Company’s business, any information which would qualify as (i) “personally identifying information” under the Federal Trade Commission Act, as amended; (ii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iii) “personal information” as defined by the California Consumer Privacy Act (“CCPA”) or (iv) any other term of similar import as defined under any Privacy Law. “Privacy Laws” means applicable state and federal data privacy and security laws and regulations, including, to the extent applicable, the CCPA and the GDPR. Except as will be disclosed in the Commission Documents, and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, to the Company’s Knowledge, there have been no breaches, violations, outages or unauthorized uses of or accesses to any Personal Data controlled by the Company and its Subsidiaries, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. Except as will be disclosed in the Commission Documents, and except as would not reasonably be expected to, individually or in the aggregate, to have a Material Adverse Effect, the Company and its Subsidiaries are presently in material compliance with all Privacy Laws, applicable judgments, orders or rules of any court, arbitrator or governmental or regulatory authority, external policies and contractual obligations, in each case to the extent relating to the privacy and security of IT Systems, Confidential Data, and Personal Data controlled by the Company and its Subsidiaries in connection with their businesses and to the protection of such IT Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or modification.

(b)         Except as will be disclosed in the Commission Documents, and except as would not reasonably be expected to, individually or in the aggregate, to have a Material Adverse Effect, neither the Company nor any of its Subsidiaries: (i) has received written notice of any actual or potential violation of any of the Privacy Laws, or has any Knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any violation of any Privacy Law; or (iii) is a party to any order or decree that imposes any obligation or liability under any Privacy Law.

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Section 5.43       Acknowledgement Regarding Investor’s Acquisition of Shares; Affiliate Relationships. The Company acknowledges and agrees, to the fullest extent permitted by law, that the Investor is acting solely in the capacity of an arm’s-length purchaser with respect to this Agreement and the transactions contemplated by the Transaction Documents, and Cantor Fitzgerald & Co. (“CF&CO”) is acting as a representative of the Investor in connection with the transactions contemplated by the Transaction Documents, and of no other party, including the Company. The Company further acknowledges that while the Investor will be deemed to be a statutory “underwriter” with respect to the Transaction in accordance with interpretive positions of the Staff of the U.S. Securities and Exchange Commission (the “SEC”), the Investor has represented it is a “trader” that is not required to register with the SEC as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934. The Company further acknowledges that the Investor and its representatives are not acting as a financial advisor or fiduciary of the Company (or in any similar capacity, except as noted above) with respect to this Agreement and the transactions contemplated by the Transaction Documents, and any advice given by the Investor or any of its representatives (including CF&CO) or agents in connection therewith is merely incidental to the Investor’s acquisition of the Shares. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation of the transactions contemplated thereby by the Company and its representatives. The Company and Investor understand and acknowledge that employees of CF&CO may discuss market color, VWAP Purchase Notice timing and parameter considerations and other related capital markets considerations with the Company in connection with the Transaction Documents and the transactions contemplated thereby, in all cases on behalf of the Investor. The Company acknowledges and agrees that the Investor has not made and does not make any representations or warranties with respect to the transactions contemplated by the Transaction Documents other than those specifically set forth in Article IV. Affiliates of the Investor, including CF&CO, engage in a wide range of activities for their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, merchant banking, equity and fixed income sales, trading and research, derivatives, foreign exchange, futures, asset management, custody, clearance and securities lending. In the course of its business, affiliates of Investor may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to, the Company. Any such position will be created, and maintained, independently of the position Investor takes in the Company, and Investor. In addition, at any given time affiliates of Investor, including CF&CO, may have been and/or be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to the transactions contemplated by the Transaction Documents, and affiliates of Investor, including CF&CO may have or may in the future provide investment banking or other services to the Company in matters unrelated to the transactions contemplated by the Transaction Documents. Activities of any of Investor’s affiliates performed on behalf of the Company may give rise to actual or apparent conflicts of interest given Investor’s potentially competing interests with those of the Company. The Company expressly acknowledges the benefits it receives from Investor’s participation in the transactions contemplated by the Transaction Documents, on the one hand, and Investor’s affiliates’ activities, if any, on behalf of the Company unrelated to the transactions contemplated by the Transaction Documents, on the other hand, and understands the conflict or potential conflict of interest that may arise in this regard, and has consulted with such independent advisors as it deems appropriate in order to understand and assess the risks associated with these potential conflicts of interest. Consistent with applicable legal and regulatory requirements, applicable affiliates of the Investor have adopted policies and procedures to establish and maintain the independence of their research departments and personnel from their investment banking groups and Investor. As a result, research analysts employed by affiliates of the Investor may hold views, make statements or investment recommendations and/or publish research reports with respect to the Company or the transactions contemplated by the Transaction Documents that differ from the views of Investor.

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Section 5.44       Emerging Growth Company Status. From the time of the initial filing of the Company’s first registration statement with the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).

Article VI
ADDITIONAL COVENANTS

The Company covenants with the Investor, and the Investor covenants with the Company, as follows, which covenants of one party are for the benefit of the other party, during the Investment Period (and with respect to the Company, for the period following the termination of this Agreement specified in Section 8.3 pursuant to and in accordance with Section 8.3):

Section 6.1         Securities Compliance. The Company shall notify the Commission and the Principal Market, if and as applicable, in accordance with their respective rules and regulations, of the transactions contemplated by the Transaction Documents, and shall take all necessary action, undertake all proceedings and obtain all registrations, permits, consents and approvals for the legal and valid issuance of the Shares to the Investor in accordance with the terms of the Transaction Documents, as applicable.

Section 6.2         Reservation of Common Shares. During the Investment Period, the Company shall reserve and keep available at all times, free of preemptive and other similar rights of stockholders, the requisite aggregate number of authorized but unissued Common Shares to enable the Company to timely effect the issuance, sale and delivery of all Shares to be issued, sold and delivered in respect of each VWAP Purchase effected under this Agreement, at least prior to the delivery by the Company to the Investor of the applicable VWAP Purchase Notice in connection with such VWAP Purchase. Without limiting the generality of the foregoing, as of the Commencement Date, the Company shall have reserved, out of its authorized and unissued Common Shares, a number of Common Shares equal to the Exchange Cap solely for the purpose of effecting VWAP Purchases under this Agreement. The number of Common Shares so reserved for the purpose of effecting VWAP Purchases under this Agreement may be increased from time to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced from and after the Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to any VWAP Purchase effected from and after the Commencement Date pursuant to this Agreement.

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Section 6.3         Registration and Listing. The Company shall use its commercially reasonable efforts to cause the Common Shares to continue to be registered as a class of securities under Sections 12(b) of the Exchange Act, and to comply with its reporting and filing obligations under the Exchange Act, and shall not take any action or file any document (whether or not permitted by the Securities Act or the Exchange Act) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act, except as permitted herein. The Company shall use its commercially reasonable efforts to continue the listing and trading of its Common Shares and the listing of the Shares purchased by the Investor hereunder on the Principal Market and to comply with the Company’s reporting, filing and other obligations under the rules and regulations of the Principal Market. The Company shall not take any action which could be reasonably expected to result in the delisting or suspension of the Common Shares on the Principal Market. If the Company receives any final and non-appealable notice that the listing or quotation of the Common Shares on the Principal Market shall be terminated on a date certain, the Company shall promptly (and in any case within 24 hours) notify the Investor of such fact in writing and shall use its commercially reasonable efforts to cause the Common Shares to be listed or quoted on another Principal Market.

Section 6.4         Compliance with Laws.

(i)         During the Investment Period, the Company shall comply with applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, applicable state securities or “Blue Sky” laws, and applicable listing rules of the Principal Market, in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Company to enter into and perform its obligations under this Agreement in any material respect or for Investor to conduct resales of Shares under the Registration Statement in any material respect.

(ii)         The Investor shall comply with all laws, rules, regulations and orders applicable to the performance by it of its obligations under this Agreement and its investment in the Shares, except as would not, individually or in the aggregate, prohibit or otherwise interfere with the ability of the Investor to enter into and perform its obligations under this Agreement in any material respect. Without limiting the foregoing, the Investor shall comply with all applicable provisions of the Securities Act and the Exchange Act, including Regulation M thereunder, and all applicable state securities or “Blue Sky” laws, in connection with the transactions contemplated by this Agreement and the Registration Rights Agreement.

Section 6.5         Keeping of Records and Books of Account; Due Diligence.

(i)         The Investor and the Company shall each maintain records showing the remaining Total Commitment, the remaining Aggregate Limit and the dates and VWAP Purchase Share Amount for each VWAP Purchase.

(ii)         Subject to the requirements of Section 6.12, from time to time from and after the Closing, the Company shall make available for inspection and review by the Investor during normal business hours and after reasonable notice, customary documentation reasonably requested by the Investor and/or its appointed counsel or advisors to conduct due diligence; provided, however, that (i) Investor shall have no right to receive any information that the Company reasonably determines to be privileged, subject to confidentiality undertakings or “material non-public information and (ii) after the Closing, the Investor’s satisfaction with the results of its continued due diligence shall not be a condition precedent to the Company’s right to deliver to the Investor any VWAP Purchase Notice or the settlement thereof except to the extent expressly contemplated by this Agreement.

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Section 6.6         No Frustration; No Variable Rate Transactions.

(i)         No Frustration. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in respect of a VWAP Purchase not later than the VWAP Purchase Share Delivery Date. For the avoidance of doubt, nothing in this Section 6.6(i) shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).

(ii)         No Variable Rate Transactions. The Company shall not effect or enter into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Shares or Common Shares Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in connection with an Exempt Issuance, except for (i) the Warrant Assumption Agreement, (ii) the PIPE Warrant Agreements and (iii) the Backstop Facility (in each case, as defined in the Business Combination Agreement). The Investor shall be entitled to seek injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.

Section 6.7         Corporate Existence. The Company shall take all steps necessary to preserve and continue the corporate existence of the Company; provided, however, that, except as provided in Section 6.8, nothing in this Agreement shall be deemed to prohibit the Company from engaging in any Fundamental Transaction with another Person. For the avoidance of doubt, nothing in this Section 6.7 shall in any way limit the Company’s right to terminate this Agreement in accordance with Section 8.2 (subject in all cases to Section 8.3).

Section 6.8         Fundamental Transaction. If a VWAP Purchase Notice has been delivered to the Investor and the transactions contemplated therein have not yet been fully settled in accordance with the terms and conditions of this Agreement, the Company shall not effect any Fundamental Transaction until the expiration of five (5) Trading Days following the date of full settlement thereof and the issuance to the Investor of all of the Shares issuable pursuant to the VWAP Purchase to which such VWAP Purchase Notice relates.

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Section 6.9         Selling Restrictions.

(i)         Except as expressly set forth below, the Investor covenants that from and after the Commencement Date through and including the Trading Day next following the expiration or termination of this Agreement as provided in Article VIII (the “Restricted Period”), none of the Investor, or any entity managed or controlled by the Investor (collectively, the “Restricted Persons” and each of the foregoing is referred to herein as a “Restricted Person”) shall, directly or indirectly, (i) engage in any Short Sales of the Common Shares or (ii) hedging transaction, which establishes a net short position with respect to the Common Shares, with respect to each of clauses (i) and (ii) hereof, either for its own principal account or for the principal account of any other Restricted Person. Notwithstanding the foregoing, it is expressly understood and agreed that nothing contained herein shall (without implication that the contrary would otherwise be true) prohibit any Restricted Person during the Restricted Period from: (1) selling “long” (as defined under Rule 200 promulgated under Regulation SHO) the Shares; or (2) selling a number of Common Shares equal to the number of Shares that such Restricted Person is unconditionally obligated to purchase under a pending VWAP Purchase Notice but has not yet received from the Company or the Transfer Agent pursuant to this Agreement, so long as (X) such Restricted Person (or the Broker-Dealer, as applicable) delivers the Shares purchased pursuant to such VWAP Purchase Notice to the purchaser thereof or the applicable Broker- Dealer promptly upon such Restricted Person’s receipt of such Shares from the Company in accordance with Section 3.2 of this Agreement and (Y) neither the Company or the Transfer Agent shall have failed for any reason to deliver such Shares to the Investor or its Broker-Dealer so that such Shares are received by the Investor as DWAC Shares on the applicable VWAP Purchase Share Delivery Date in accordance with Section 3.2 of this Agreement, including, without limitation, within the time period specified for receipt of such Shares by the Investor or its Broker-Dealer as DWAC Shares from the Company or the Transfer Agent.

(ii)         In addition to the foregoing, in connection with any sale of Shares (including any sale permitted by paragraph (i) above), the Investor shall comply in all respects with all applicable laws, rules, regulations and orders, including, without limitation, the requirements of the Securities Act and the Exchange Act.

Section 6.10       Effective Registration Statement. During the Investment Period, the Company shall use its commercially reasonable efforts to maintain the continuous effectiveness of the Initial Registration Statement and each New Registration Statement filed with the Commission under the Securities Act for the applicable Registration Period pursuant to and in accordance with the Registration Rights Agreement.

Section 6.11       Blue Sky. The Company shall take such action, if any, as is necessary by the Company in order to obtain an exemption for or to qualify the Shares for sale by the Company to the Investor pursuant to the Transaction Documents, and at the request of the Investor, the subsequent resale of Registrable Securities by the Investor, in each case, under applicable state securities or “Blue Sky” laws and shall provide evidence of any such action so taken to the Investor from time to time following the Commencement Date; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 6.11, (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction.

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Section 6.12       Non-Public Information. Neither the Company or any of its Subsidiaries, nor any of their respective directors, officers, employees or agents shall disclose any material non-public information about the Company to the Investor during any VWAP Purchase Period, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or any of its Subsidiaries, or any of their respective directors, officers, employees and agents (as determined in the reasonable good faith judgment of the Investor), (i) the Investor shall promptly provide written notice of such breach to the Company and (ii) after such notice has been provided to the Company and, provided that the Company shall have failed to demonstrate to the Investor in writing (including electronic mail) within 24 hours that such information does not constitute material, non-public information or the Company shall have failed to publicly disclose such material, non-public information within 24 hours following demand therefor by the Investor, in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Shares at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, with the Company’s prior written consent (such consent not to be unreasonably withheld or delayed), in the form of a press release, public advertisement or otherwise, of such material, non-public information; provided that prior to making any such public disclosure, the Investor shall consult with the Company and provide the Company opportunity to review and comment on such proposed disclosure. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for any such disclosure.

Section 6.13       Broker/Dealer. The Investor shall use one or more broker-dealers to effectuate all sales, if any, of the Shares that it may purchase or otherwise acquire from the Company pursuant to the Transaction Documents, as applicable, which (or whom) shall be a DTC participant (collectively, the “Broker-Dealer”). The Investor shall, from time to time, provide the Company and the Transfer Agent with all information regarding the Broker-Dealer reasonably requested by the Company. The Investor shall be solely responsible for all fees and commissions of the Broker-Dealer (if any), which shall not exceed customary brokerage fees and commissions and shall be responsible for designating only a DTC participant eligible to receive DWAC Shares.

Section 6.14       Disclosure Schedules.

(i)         The Company may, from time to time, update a Disclosure Schedules, excluding each schedule set forth in this Agreement (the “Disclosure Schedules”) as may be required to satisfy the conditions set forth in Section 7.2(i) and Section 7.3(i) (to the extent such condition set forth in Section 7.3(i) relates to the condition in Section 7.2(i) as of a specific VWAP Purchase Condition Satisfaction Time). For purposes of this Section 6.14, any disclosure made in a schedule to the Compliance Certificate shall be deemed to be an update of the Disclosure Schedules. Notwithstanding anything in this Agreement to the contrary, no update to the Disclosure Schedules pursuant to this Section 6.14 shall cure any breach of a representation or warranty of the Company contained in this Agreement and made prior to the update and shall not affect any of the Investor’s rights or remedies with respect thereto.

(ii)         Notwithstanding anything to the contrary contained in the Disclosure Schedules or in this Agreement, the information and disclosure contained in any Schedule of the Disclosure Schedules shall be deemed to be disclosed and incorporated by reference in any other Schedule of the Disclosure Schedules as though fully set forth in such Schedule for which applicability of such information and disclosure is readily apparent on its face. The fact that any item of information is disclosed in the Disclosure Schedules shall not be construed to mean that such information is required to be disclosed by this Agreement. Except as expressly set forth in this Agreement, such information and the thresholds (whether based on quantity, qualitative characterization, dollar amounts or otherwise) set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect” or other similar terms in this Agreement.

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Section 6.15       Delivery of Bring Down Opinions and Compliance Certificates Upon Occurrence of Certain Events. Following the Commencement, within three (3) Trading Days immediately following each time the Company files (i) an annual report on Form 20-F under the Exchange Act (including any Form 20-F/A containing amended financial information or a material amendment to the previously filed Form 20-F); (ii) a current report on Form 6-K containing financial information (other than information “furnished” under the Exchange Act); or (iii) the Initial Registration Statement, any New Registration Statement, or any supplement or post-effective amendment thereto, and in any case, not more than once per calendar quarter, the Company shall (1) deliver to the Investor a Compliance Certificate in the form attached hereto as Exhibit C, dated such date, (2) cause to be furnished to the Investor an opinion from outside counsel to the Company substantially in the form mutually agreed to by the Company and the Investor prior to the date of this Agreement (each such opinion, a “Bring- Down Opinion”) and (3) cause to be furnished to the Investor a comfort letter from each and any independent registered public accounting firm of the Company or its predecessors (in the case of a post-effective amendment, only if such amendment contains amended or new financial information), modified, as necessary, to relate to such Registration Statement or post-effective amendment, or the Prospectus contained therein as then amended or supplemented by such Prospectus Supplement, as applicable; provided that the Company shall not be required to cause a comfort letter to be furnished to the Investor from Marcum with respect to the Company’s predecessors above other than in connection with any filing described in clause (iii) above.

Article VII
CONDITIONS TO CLOSING AND CONDITIONS TO THE SALE AND
PURCHASE OF THE SHARES

Section 7.1         Conditions Precedent to Closing. The Commitment Effective Time is subject to the satisfaction of each of the conditions set forth in this Section 7.1 on the Commitment Date.

(i)         Accuracy of the Investor’s Representations and Warranties. The representations and warranties of the Investor contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” or similar qualifier shall be true and correct in all material respects as of the Commitment Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” or similar qualifier shall be true and correct as of the Commitment Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

(ii)         Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” or similar qualifier shall be true and correct in all material respects as of the Commitment Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” or similar qualifier shall be true and correct as of the Commitment Date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

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(iii)         Closing Deliverables. At the Commitment Effective Time, counterpart signature pages of this Agreement executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have (a) agreed to the forms of opinions to be delivered to the Investor on the Commencement Date consistent with Exhibit E hereto and (b) received the closing certificate from the Company, dated the Commitment Date, in the form of Exhibit B hereto.

Section 7.2         Conditions Precedent to Commencement. The right of the Company to commence delivering VWAP Purchase Notices under this Agreement, and the obligation of the Investor to accept VWAP Purchase Notices delivered to the Investor by the Company under this Agreement, are subject to the initial satisfaction, at Commencement, of each of the conditions set forth in this Section 7.2.

(i)         Accuracy of the Company’s Representations and Warranties. The representations and warranties of the Company contained in this Agreement (a) that are not qualified by “materiality” or “Material Adverse Effect” or similar qualifier shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct in all material respects as of such other date and (b) that are qualified by “materiality” or “Material Adverse Effect” or similar qualifier shall have been true and correct when made and shall be true and correct as of the Commencement Date with the same force and effect as if made on such date, except to the extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true and correct as of such other date.

(ii)         Performance of the Company. The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).

(iii)         Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities included therein required to be filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement shall have been declared effective under the Securities Act by the Commission, and the Investor shall be permitted to utilize the Prospectus therein to resell all of the Shares included in such Prospectus.

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(iv)         Registration Rights Agreement. At the Closing, the Registration Rights Agreement shall have been executed.

(v)          Merger. On or prior to the Commencement Date, the transactions contemplated by the Business Combination Agreement, including the Merger, shall been consummated.

(vi)         No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or any other federal or state governmental authority for any additional information relating to the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Initial Registration Statement or prohibiting or suspending the use of the Prospectus contained therein or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (c) the objection of FINRA to the terms of the transactions contemplated by the Transaction Documents or (d) the occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes to the statements then made in the Initial Registration Statement, the Prospectus contained therein or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in the light of the circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement or a supplement to the Prospectus contained therein or any Prospectus Supplement thereto to comply with the Securities Act or any other law. The Company shall have no knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the Initial Registration Statement or the prohibition or suspension of the use of the Prospectus contained therein or any Prospectus Supplement thereto in connection with the resale of the Registrable Shares by the Investor.

(vii)        Other Commission Filings. The Current Report shall have been filed with the Commission as required pursuant to Section 2.3. The final Prospectus included in the Initial Registration Statement shall have been filed with the Commission prior to Commencement in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, prior to Commencement shall have been filed with the Commission.

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(viii)      No Suspension of Trading in or Notice of Delisting of Common Shares. Trading in the Common Shares shall not have been suspended by the Commission, the Principal Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Commencement Date), the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Shares on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the Common Shares are listed or quoted on any other Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares are being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction).

(ix)         Compliance with Laws. The Company shall have complied with all applicable federal, state and local governmental laws, rules, regulations and ordinances in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including, without limitation, the Company shall have obtained all permits and qualifications required by any applicable state securities or “Blue Sky” laws for the offer and sale of the Shares by the Company to the Investor and the subsequent resale of the Registrable Securities by the Investor (or shall have the availability of exemptions therefrom).

(x)          No Injunction. No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents.

(xi)         No Proceedings or Litigation. No action, suit or proceeding before any arbitrator or any court or governmental authority shall have been commenced, and no inquiry or investigation by any governmental authority shall have been commenced, against the Company or any Subsidiary, or any of the officers, directors or Affiliates of the Company or any Subsidiary, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

(xii)        No Material Adverse Effect. Since the date of the last Commission Document, no condition, occurrence, state of facts or event constituting a Material Adverse Effect shall have occurred and be continuing.

(xiii)       Listing of Shares. All of the Shares that have been and may be issued pursuant to this Agreement shall have been approved for listing or quotation on the Principal Market as of the Commencement Date, subject only to notice of issuance.

(xiv)      No Bankruptcy Proceedings. No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law. The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (a) commenced a voluntary case, (b) consented to the entry of an order for relief against it in an involuntary case, (c) consented to the appointment of a Custodian of the Company or for all or substantially all of its property, or (d) made a general assignment for the benefit of its creditors. A court of competent jurisdiction shall not have entered an order or decree under any Bankruptcy Law that (I) is for relief against the Company in an involuntary case, (II) appoints a Custodian of the Company or for all or substantially all of its property, or (III) orders the liquidation of the Company or any of its Subsidiaries.

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(xv)            Delivery of Commencement Irrevocable Transfer Agent Instructions and Notice of Effectiveness. The Commencement Irrevocable Transfer Agent Instructions pursuant to Section 10.4 shall have been executed by the Company and delivered to acknowledged in writing by the Company’s transfer agent, and the Notice of Effectiveness relating to the Initial Registration Statement shall have been executed by the Company’s outside counsel and delivered to the Transfer Agent, in each case directing the Transfer Agent to issue to the Investor or its designated Broker-Dealer all of the Shares included in the Initial Registration Statement as DWAC Shares in accordance with this Agreement and the Registration Rights Agreement.

(xvi)           Reservation of Shares. As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Shares a number of Common Shares equal to the Exchange Cap solely for the purpose of effecting VWAP Purchases under this Agreement.

(xvii)          Opinions and Negative Assurance of Company Counsel. On the Commencement Date, the Investor shall have received the opinions and negative assurances from outside counsel to the Company, dated the Commencement Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement attached hereto on Exhibit E.

(xviii)         Payment of Expenses. The Company shall be incompliance with its obligations pursuant to Section 10.1(i) of this Agreement and invoices for reimbursement of the fees and disbursements of legal counsel to the Investor shall not be more than 30 days in arrears.

(xix)            Comfort Letter of Accountant. On the Commencement Date, the Investor shall have received from Ziv Haft or a successor independent registered public accounting firm for the Company, a letter dated the date of the filing of the Registration Statement addressed to the Investor, in form and substance reasonably satisfactory to the Investor with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement and the Prospectus, and any Prospectus Supplement, except that the specific date referred to therein for the carrying out of procedures shall be no more than three Business Days prior to the Commencement Date.

(xx)            FINRA. On or prior to the Commencement Date, FINRA shall have confirmed in writing that it has no objection with respect to the fairness and reasonableness of the terms and arrangements of the transactions contemplated by the Transaction Documents.

(xxi)           Qualified Independent Underwriter. If the Investor reasonably determines that a Qualified Independent Underwriter must participate in the transactions contemplated by the Transaction Documents in order for such transactions to be in full compliance with FINRA’s rules, the Company and the Investor shall have executed such documentation as may reasonably be required to engage a Qualified Independent Underwriter to participate in such transactions at the sole expense of the Investor.

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Section 7.3     Conditions Precedent to VWAP Purchases after Commencement Date. The right of the Company to deliver VWAP Purchase Notices under this Agreement after the Commencement Date, and the obligation of the Investor to accept VWAP Purchase Notices under this Agreement after the Commencement Date, are subject to the satisfaction of each of the conditions set forth in this Section 7.3 at the applicable VWAP Purchase Commencement Time for the VWAP Purchase to be effected pursuant to the applicable VWAP Purchase Notice timely delivered by the Company to the Investor in accordance with this Agreement (each such time, a “VWAP Purchase Condition Satisfaction Time”).

(i)              Satisfaction of Certain Prior Conditions. Each of the conditions set forth in subsections (i), (ii), (ix) through (xiv), (xx) and (xxi) and set forth in Section 7.2 shall be satisfied at the applicable VWAP Purchase Condition Satisfaction Time after the Commencement Date (with the terms “Commencement” and “Commencement Date” in the conditions set forth in subsections (i) and (ii) of Section 7.2 replaced with “applicable VWAP Purchase Condition Satisfaction Time”); provided, however, that the Company shall not be required to deliver the Compliance Certificate after the Commencement Date, except as provided in Section 6.15 and Section 7.3(x).

(ii)             Initial Registration Statement Effective. The Initial Registration Statement covering the resale by the Investor of the Registrable Securities included therein filed by the Company with the Commission pursuant to Section 2(a) of the Registration Rights Agreement, and any post-effective amendment thereto required to be filed by the Company with the Commission after the Commencement Date and prior to the applicable VWAP Purchase Date pursuant to the Registration Rights Agreement, in each case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable Registration Period (as defined in the Registration Rights Agreement), and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell all of the Shares included in the Initial Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable VWAP Purchase Date and (c) all of the Shares included in the Initial Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP Purchase Date.

(iii)            Any Required New Registration Statement Effective. Any New Registration Statement covering the resale by the Investor of the Registrable Securities included therein, and any post-effective amendment thereto, required to be filed by the Company with the Commission pursuant to the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, in each case shall have been declared effective under the Securities Act by the Commission and shall remain effective for the applicable Registration Period, and the Investor shall be permitted to utilize the Prospectus therein, and any Prospectus Supplement thereto, to resell all of the Shares included in such New Registration Statement, and any post-effective amendment thereto, that have been issued and sold to the Investor hereunder pursuant to all VWAP Purchase Notices delivered by the Company to the Investor prior to such applicable VWAP Purchase Date and (c) all of the Shares included in such new Registration Statement, and any post-effective amendment thereto, that are issuable pursuant to the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP Purchase Date.

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(iv)            Delivery of Subsequent Irrevocable Transfer Agent Instructions and Notice of Effectiveness. With respect to any post-effective amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall have delivered or caused to be delivered to the Transfer Agent (a) irrevocable instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and acknowledged in writing by the Transfer Agent and (b) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement.

(v)             No Material Notices. None of the following events shall have occurred and be continuing: (a) receipt of any request by the Commission or any other federal or state governmental authority for any additional information relating to the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post- effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto, or for any amendment of or supplement to the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto; (b) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or prohibiting or suspending the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto, or of the suspension of qualification or exemption from qualification of the Shares for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such purpose; (c) the objection of FINRA to the terms of the transactions contemplated by the Transaction Documents or (d) the occurrence of any event or the existence of any condition or state of facts, which makes any statement of a material fact made in the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto untrue or which requires the making of any additions to or changes to the statements then made in the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in order to state a material fact required by the Securities Act to be stated therein or necessary in order to make the statements then made therein (in the case of the Prospectus or any Prospectus Supplement, in the light of the circumstances under which they were made) not misleading, or which requires an amendment to the Initial Registration Statement or any post-effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto to comply with the Securities Act or any other law (other than the transactions contemplated by the applicable VWAP Purchase Notice delivered by the Company to the Investor with respect to a VWAP Purchase to be effected hereunder on such applicable VWAP Purchase Date and the settlement thereof). The Company shall have no Knowledge of any event that could reasonably be expected to have the effect of causing the suspension of the effectiveness of the Initial Registration Statement or any post- effective amendment thereto, any New Registration Statement or any post-effective amendment thereto, or the prohibition or suspension of the use of the Prospectus contained in any of the foregoing or any Prospectus Supplement thereto in connection with the resale of the Registrable Securities by the Investor.

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(vi)            Other Commission Filings. The final Prospectus included in any post- effective amendment to the Initial Registration Statement, and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. The final Prospectus included in any New Registration Statement and in any post-effective amendment thereto, and any Prospectus Supplement thereto, required to be filed by the Company with the Commission pursuant to Section 2.3 and the Registration Rights Agreement after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission in accordance with Section 2.3 and the Registration Rights Agreement. All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the Exchange Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the Exchange Act, after the Commencement Date and prior to the applicable VWAP Purchase Date, shall have been filed with the Commission.

(vii)           No Suspension of Trading in or Notice of Delisting of Common Shares. Trading in the Common Shares shall not have been suspended by the Commission, the Principal Market or the FINRA (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the applicable VWAP Purchase Date), the Company shall not have received any final and non-appealable notice that the listing or quotation of the Common Shares on the Principal Market shall be terminated on a date certain (unless, prior to such date certain, the Common Shares are listed or quoted on any other Principal Market), nor shall there have been imposed any suspension of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares that is continuing, the Company shall not have received any notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Shares, electronic trading or book-entry services by DTC with respect to the Common Shares are being imposed or is contemplated (unless, prior to such suspension or restriction, DTC shall have notified the Company in writing that DTC has determined not to impose any such suspension or restriction).

(viii)           Certain Limitations. The issuance and sale of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall not (a) exceed the applicable VWAP Purchase Maximum Amount, (b) cause the Aggregate Limit or the Beneficial Ownership Limitation to be exceeded, or (c) cause the Exchange Cap (to the extent applicable under Section 3.3) to be exceeded, unless in the case of this clause (c), unless the Company’s stockholders have theretofore approved the issuance of Common Shares under this Agreement in excess of the Exchange Cap in accordance with the applicable rules of the Principal Market.

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(ix)             Shares Authorized and Delivered. All of the Shares issuable pursuant to the applicable VWAP Purchase Notice shall have been duly authorized by all necessary corporate action of the Company. All Shares relating to all prior VWAP Purchase Notices required to have been received by the Investor as DWAC Shares under this Agreement prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase shall have been delivered to the Investor as DWAC Shares in accordance with this Agreement.

(x)              Bring-Down Opinions and Negative Assurance of Company Counsel, Bring-Down Comfort Letters and Compliance Certificates. The Investor shall have received (a) all Bring-Down Opinions from outside counsel to the Company for which the Company was obligated to instruct its outside counsel to deliver to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase, (b) all Bring-Down comfort letters provided by the Company’s auditors and delivered to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase and (c) all Compliance Certificates from the Company that the Company was obligated to deliver to the Investor prior to the applicable VWAP Purchase Condition Satisfaction Time for the applicable VWAP Purchase, in each case in accordance with Section 6.15.

(xi)             Material Non-Public Information. Neither the Company, nor, in the Investor’s sole discretion, the Investor shall be in possession of any material non-public information concerning the Company.

(xii)            Payment of Expenses. The Company shall be incompliance with its obligations pursuant to Section 10.1(i) of this Agreement and invoices for reimbursement of the fees and disbursements of legal counsel to the Investor shall not be more than 30 days in arrears.

Article VIII
TERMINATION

Section 8.1     Automatic Termination. Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Effective Date of the Initial Registration Statement (it being hereby acknowledged and agreed that such term may be extended by the parties hereto), (ii) the date on which the Investor shall have purchased the Total Commitment worth of Shares pursuant to this Agreement, (iii) the date after the Commencement Date on which the Common Shares shall have failed to be listed or quoted on the Principal Market or any other Principal Market, (iv) the date on which, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors, and (v) the termination of the Business Combination Agreement prior to the closing of the Merger.

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Section 8.2     Other Termination. Subject to Section 8.3, the Company may terminate this Agreement after the Commencement Date effective upon three (3) Trading Days’ prior written notice to the Investor in accordance with Section 10.4; provided, however, that prior to issuing any press release, or making any public statement or announcement, with respect to such termination, the Company shall consult with the Investor and its counsel on the form and substance of such press release or other disclosure. Subject to Section 8.3, this Agreement may be terminated at any time by the mutual written consent of the parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Subject to Section 8.3, the Investor shall have the right to terminate this Agreement effective upon ten (10)  Trading Days’ prior written notice to the Company, which notice shall be made in accordance with Section 10.4, if: (a) a Fundamental Transaction shall have occurred (other than the Merger and the transactions contemplated by the Business Combination Agreement); (b) the Company is in breach or default in any material respect of any of its covenants and agreements the Registration Rights Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4 of this Agreement; (c) while a Registration Statement, or any post-effective amendment thereto, is required to be maintained effective pursuant to the terms of the Registration Rights Agreement and the Investor holds any Registrable Securities, the effectiveness of such Registration Statement, or any post- effective amendment thereto, lapses for any reason (including, without limitation, the issuance of a stop order by the Commission) or such Registration Statement or any post-effective amendment thereto, the Prospectus contained therein or any Prospectus Supplement thereto otherwise becomes unavailable to the Investor for the resale of all of the Registrable Securities included therein in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for a period of forty-five (45) consecutive Trading Days or for more than an aggregate of ninety (90) Trading Days in any three hundred and sixty-five (365)-day period, other than due to acts of the Investor; (d) trading in the Common Shares on the Principal Market (or if the Common Shares are then listed on another Principal Market, trading in the Common Shares on such Principal Market) shall have been suspended and such suspension continues for a period of five (5) consecutive Trading Days; or (e) the Company is in material breach or default of any of its covenants and agreements contained in this Agreement, and, if such breach or default is capable of being cured, such breach or default is not cured within fifteen (15) Trading Days after notice of such breach or default is delivered to the Company pursuant to Section 10.4 of this Agreement. In addition, the Investor may exercise the right to terminate this Agreement immediately, if on the seventh Trading Day following the closing of the Business Combination, the aggregate market value of the outstanding voting and non-voting common equity (as defined in the Securities Act Rule 405) of the Company, is less than $100 million (calculated by multiplying (x) the price at which the common equity of the Company closed on the Principal Market on such date (y) the number of outstanding shares on such date) as of that date. Unless notification thereof is required elsewhere in this Agreement (in which case such notification shall be provided in accordance with such other provision), the Company shall promptly (but in no event later than twenty-four (24) hours) notify the Investor (and, if required under applicable law, including, without limitation, Regulation FD promulgated by the Commission, or under the applicable rules and regulations of the Principal Market (or if the Common Shares are then listed on another Principal Market, under the applicable rules and regulations of such Principal Market), the Company shall publicly disclose such information in accordance with Regulation FD and the applicable rules and regulations of the Principal Market (or such other Principal Market, as applicable)) upon becoming aware of any of the events set forth in the immediately preceding sentence.

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Section 8.3     Effect of Termination. In the event of termination by the Company or the Investor (other than by mutual termination) pursuant to Section 8.2, written notice thereof shall forthwith be given to the other party as provided in Section 10.4 and the transactions contemplated by this Agreement shall be terminated without further action by either party. If this Agreement is terminated as provided in Section 8.1 or Section 8.2, this Agreement shall become void and of no further force and effect, except that (i) the provisions of Article V (Representations, Warranties and Covenants of the Company), Article IX (Indemnification), Article X (Miscellaneous) and this Article VIII (Termination) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Shares, the covenants and agreements of the Company contained in Article VI (Additional Covenants) shall remain in full force and notwithstanding such termination for a period of thirty (30) days following such termination. Notwithstanding anything in this Agreement to the contrary, no termination of this Agreement by any party shall (i) become effective prior to the second (2nd) Trading Day immediately following the date on which the purchase of Shares by the Investor pursuant to any pending VWAP Purchase has been fully settled, including, without limitation, the delivery by the Company to the Investor of all Shares purchased by the Investor pursuant to such pending VWAP Purchase as DWAC Shares on the applicable VWAP Purchase Share Delivery Date therefor, and the delivery by the Investor to the Company of the aggregate VWAP Purchase Price payable by the Investor for such Shares, in each case in accordance with the settlement procedures set forth in Section 3.2 of this Agreement (it being hereby acknowledged and agreed that no termination of this Agreement shall limit, alter, modify, change or otherwise affect any of the Company’s or the Investor’s rights or obligations under the Transaction Documents with respect to any pending VWAP Purchase that has not fully settled, and that the parties shall fully perform their respective obligations with respect to any such pending VWAP Purchase under the Transaction Documents) or (ii) limit, alter, modify, change or otherwise affect the Company’s or the Investor’s rights or obligations under the Registration Rights Agreement, all of which shall survive any such termination. Nothing in this Section 8.3 shall be deemed to release the Company or the Investor from any liability for any breach or default under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party, or to impair the rights of the Company and the Investor to compel specific performance by the other party of its obligations under this Agreement, the Registration Rights Agreement or any of the other Transaction Documents to which it is a party.

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Article IX
INDEMNIFICATION

Section 9.1     Indemnification of Investor. In consideration of the Investor’s execution and delivery of this Agreement and acquiring the Shares hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, subject to the provisions of this Section 9.1, the Company shall indemnify and hold harmless the Investor, its affiliates, each of their respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title), each Person, if any, who controls the Investor (within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act), and the respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor Party”), each of which shall be an express third-party beneficiary of this Article IX, from and against all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses (including all judgments, amounts paid in settlement, court costs, reasonable attorneys’ fees and costs of defense and investigation) (collectively, “Damages”) that any Investor Party may suffer or incur (a) as a result of, relating to or arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Commission Document (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any Commission Document, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity in (a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of an untrue statement or omission, or alleged untrue statement or omission in a Commission Document, made in reliance upon and in conformity with information furnished in writing to the Company by the Investor for the Investor expressly for use in connection with the preparation of the Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C to the Registration Rights Agreement is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement), (b) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company, which consent shall not unreasonably be delayed, conditioned or withheld, (c) in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or not a party), to the extent that any such expense is not paid under (a) or (b) above, (d) as a result of, relating to or arising out of any breach by the Company of its representations, warranties, covenants or agreements under this Agreement, or (e) as a result of, relating to or arising out of any other action, suit, claim or proceeding against an Investor Party arising out of or otherwise in connection with the Transaction Documents (except solely to the extent in the case of this subsection (e), to the extent any Damage is determined by a court of competent jurisdiction, not subject to further appeal, to have resulted primarily and directly from the bad faith or gross negligence or willful misconduct of such Investor Party).

The Company shall reimburse any Investor Party promptly upon demand (with accompanying presentation of documentary evidence) for all legal and other costs and expenses reasonably incurred by such Investor Party in connection with (i) any action, suit, claim or proceeding, whether at law or in equity, to enforce compliance by the Company with any provision of the Transaction Documents or (ii) any other any action, suit, claim or proceeding, whether at law or in equity, with respect to which it is entitled to indemnification under this Section 9.1; provided that the Investor shall promptly reimburse the Company for all such legal and other costs and expenses to the extent a court of competent jurisdiction determines in a final judgment that any Investor Party was not entitled to such reimbursement.

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To the extent that the foregoing undertakings by the Company set forth in this Section 9.1 may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Damages which is permissible under applicable law, provided that in no event shall the Investor be obligated to contribute any amount in excess of the fees it actually receives pursuant to this Agreement. The Company acknowledges that the Investor Parties (as third party beneficiaries with rights of enforcement only with respect to the waivers or obligations set forth herein that are specific to the Investor Parties) will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Article IX.

Section 9.2     Indemnification of the Company. In consideration of the Company’s execution and delivery of this Agreement and sale of the Shares hereunder and in addition to all of the Investor’s other obligations under the Transaction Documents to which it is a party, subject to the provisions of this Section 9.2, the Investor shall indemnify and hold harmless the Company, its affiliates, each of their respective directors, officers, shareholders, members, partners, employees, representatives and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act) and each of the directors, officers, shareholders, members, partners, employees, agents, and representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling person (each, a “Company Party”), from and against Damages that any Company Party may suffer or incur in connection with the claims described in clauses (a), (b) or (c) of Section 9.1; provided that, such indemnity shall only be required if the Damages occurred as a result of an untrue statement or omission, or alleged untrue statement or omission in a Commission Document, made in reliance upon and in conformity with information furnished in writing to the Company by the Investor for the Company’s express use in connection with the preparation of the Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto.

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Section 9.3     Indemnification Procedures.

(a)     Promptly after either the Investor Party or the Company Party (either the “Indemnified Party”) receives notice of a claim or the commencement of an action for which the other party intends to seek indemnification under Section 9.1 (such other party, the “Indemnifying Party”), the Indemnified Party will notify the Indemnifying Party in writing of the claim or commencement of the action, suit or proceeding; provided, however, that failure to notify the Indemnifying Party will not relieve the Indemnifying Party from liability under Section 9.1 or Section 9.2, unless and solely to the extent such party has been materially prejudiced by the failure to give such notice as evidenced by the forfeiture of by the Indemnifying Party of substantive rights or defenses. The Indemnifying Party will be entitled to participate in the defense of any claim, action, suit or proceeding as to which indemnification is being sought, and if the Indemnifying Party acknowledges in writing the obligation to indemnify the Indemnified Party against whom the claim or action is brought, the Indemnifying Party may (but will not be required to) assume the defense against the claim, action, suit or proceeding with counsel satisfactory to it. After the Indemnifying Party notifies the Indemnified Party that the Indemnifying Party wishes to assume the defense of a claim, action, suit or proceeding, the Indemnifying Party will not be liable for any further legal or other expenses incurred by the Indemnified Party in connection with the defense against the claim, action, suit or proceeding unless (1) the employment of counsel by the Indemnified Party has been authorized in writing by the Indemnifying Party, (2) the Indemnified Party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or another Indemnified Party that are different from or in addition to those available to the Indemnifying Party, (3) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Party) between an Indemnified Party and the Indemnifying Party (in which case the Indemnifying Party will not have the right to direct the defense of such action on behalf of the Indemnified Party) or (4) the Indemnifying Party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (plus local counsel) admitted to practice in such jurisdiction at any one time for all such similarly situated Indemnified Parties. The Indemnifying Party will not be liable for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Article IX (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

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(b)     In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this Article IX for any reason is held to be unavailable or insufficient to hold an Indemnified Party harmless, the Indemnifying Party and the Indemnified Party will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted) to which the Indemnifying Party and the Indemnified Party may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other hand. The relative benefits received by the Indemnifying Party on the one hand and the Indemnified Party on the other hand shall be deemed to be in the same proportion as the total net proceeds from the aggregate of all VWAP Purchase Amounts (before deducting expenses) received by the Indemnifying Party bear to the total proceeds received by the Indemnified Party for the sale of Shares to bona fide third parties net of the aggregate VWAP Purchase Price paid to the Indemnifying Party under this Agreement. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnified Party, the intent of the parties and their relative Knowledge, access to information and opportunity to correct or prevent such statement or omission. The Indemnifying Party and the Indemnified Party agree that it would not be just and equitable if contributions pursuant to this Section 9.3(b) were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an Indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 9.3(b) shall be deemed to include, for the purpose of this Section 9.3(b), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 9.3(a) hereof. Notwithstanding the foregoing provisions of this Section 9.3(b), the Investor shall not be required to contribute any amount in excess of the proceeds from the resale of the Shares by the Investor, net of the aggregate VWAP Purchase Price paid to the Company under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9.3(b), any person who controls a party to this Agreement within the meaning of the Securities Act, any affiliates of the Investor Party and any officers, directors, partners, employees or agents of the Investor Party or any of its affiliates, will have the same rights to contribution as that party, and each director of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 9.3(b), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 9.3(b) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. No party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 9.3(a) hereof.

The remedies provided for in this Article IX are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Party at law or in equity.

Article X
MISCELLANEOUS

Section 10.1     Certain Fees and Expenses. Except as otherwise agreed between the Company and the Investor and except as set forth on Schedule 10.1 of this Agreement, each party shall bear its own fees and expenses related to the transactions contemplated by this Agreement. The Company shall pay all U.S. federal, state and local stamp, transfer and other similar taxes and duties levied in connection with issuance of the Shares pursuant hereto.

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Section 10.2     Specific Enforcement, Consent to Jurisdiction, Waiver of Jury Trial.

(i)               The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.

(ii)              Each of the Company and the Investor (a) hereby irrevocably submits to the jurisdiction of the U.S. District Court and other courts of the United States sitting in the State of New York for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (b) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Company and the Investor consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 10.2 shall affect or limit any right to serve process in any other manner permitted by law.

(iii)             EACH OF THE COMPANY AND THE INVESTOR HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR DISPUTES RELATING HERETO. EACH OF THE COMPANY AND THE INVESTOR (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.2.

Section 10.3     Entire Agreement. The Transaction Documents set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the Transaction Documents. All exhibits to this Agreement are hereby incorporated by reference in, and made a part of, this Agreement as if set forth in full herein.

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Section 10.4     Irrevocable Transfer Agent Instructions; Notice of Effectiveness. On the Effective Date of the Initial Registration Statement and prior to Commencement, the Company shall deliver or cause to be delivered to its Transfer Agent, (a) irrevocable instructions executed by the Company to be acknowledged in writing by the Company’s Transfer Agent (the “Commencement Irrevocable Transfer Agent Instructions”) and (b) the notice of effectiveness in the form attached as an exhibit to the Registration Rights Agreement (the “Notice of Effectiveness”) relating to the Initial Registration Statement, in each case directing the Transfer Agent to issue to the Investor or its designated Broker-Dealer at which the account or accounts to be credited with the Shares being purchased by the Investor are maintained any Registrable Securities included in the Initial Registration Statement as DWAC Shares, if and when such Registrable Securities are issued in accordance with this Agreement and the Registration Rights Agreement. With respect to any post-effective amendment to the Initial Registration Statement, any New Registration Statement or any post-effective amendment to any New Registration Statement, in each case declared effective by the Commission after the Commencement Date, the Company shall deliver or cause to be delivered to its Transfer Agent (x) irrevocable instructions in the form substantially similar to the Commencement Irrevocable Transfer Agent Instructions executed by the Company and to be acknowledged in writing by the Transfer Agent and (y) the Notice of Effectiveness, in each case modified as necessary to refer to such Registration Statement or post-effective amendment and the Registrable Securities included therein, to issue the Registrable Securities included therein as DWAC Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. For the avoidance of doubt, all Shares to be issued in respect of any VWAP Purchase Notice delivered to the Investor pursuant to this Agreement shall be issued to the Investor in accordance with Section 3.2 by crediting the Investor’s account at DTC as DWAC Shares, and the Company shall not take any action or give instructions to any Transfer Agent of the Company otherwise. The Company represents and warrants to the Investor that, while this Agreement is effective, no instruction other than those referred to in this Section 10.4 will be given by the Company to its Transfer Agent with respect to the Shares from and after Commencement, and the Registrable Securities covered by the Initial Registration Statement or any post-effective amendment thereof, or any New Registration Statement or post-effective amendment thereof, as applicable, shall otherwise be freely transferable on the books and records of the Company and no stop transfer instructions shall be maintained against the transfer thereof. The Company agrees that if the Company fails to fully comply with the provisions of this Section 10.4 within three (3) Trading Days after the date on which the Investor has provided any deliverables that the Investor may be required to provide to the Company or its Transfer Agent (if any), the Company shall, at the Investor’s written instruction, purchase from the Investor all shares of Common Stock purchased or acquired by the Investor pursuant to this Agreement that contain any restrictive legend or that have any stop transfer orders maintained that prohibit or impede the transfer thereof in any respect at the greater of (i) the purchase price paid by the Investor for such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Shares on the date of the Investor’s written instruction.

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Section 10.5     Notices. Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery or electronic mail delivery at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The address for such communications shall be:

If to the Company:

Satixfy Communications Ltd.

Attention: Legal

12 Hamada St. Rehovot 670315

Israel

Email: Reut.tevet@satixfy.com

Attention: Reut Tevet

With a copy (which shall not constitute notice) to:

Davis, Polk & Wardwell LLP
450 Lexington Avenue, New York, NY 10017
Telephone Number: 212-450-4000
Email: michael.kaplan@davispolk.com and brian.wolfe@davispolk.com
Attention: Michael Kaplan and Brian Wolfe

If to the Investor:

CF Principal Investments
LLC 499 Park Avenue
New York, NY 10022
Email: CFPINotices@cantor.com

and:

CF Principal Investments LLC 499 Park
Avenue New York, NY 10022
Attention: General Counsel
Facsimile: (212) 829-4708
Email: #legal-IBD@cantor.com

With a copy (which shall not constitute notice) to:

King & Spalding LLP
1185 6^th Avenue, Floor 34,
New York, NY 10036
Telephone Number: 212-556-2100
Email: kmanz@kslaw.com

Attention: Kevin E. Manz, Esq.

Either party hereto may from time to time change its address for notices by giving at least five (5) days’ advance written notice of such changed address to the other party hereto.

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Section 10.6     Waivers. No provision of this Agreement may be waived by the parties from and after the date that is one (1) Trading Day immediately preceding the filing of the Initial Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercises thereof or of any other right, power or privilege.

Section 10.7     Amendments. No provision of this Agreement may be amended by the parties from and after the date that is one (1) Trading Day immediately preceding the filing of the Initial Registration Statement with the Commission. Subject to the immediately preceding sentence, no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.

Section 10.8     Headings. The article, section and subsection headings in this Agreement are for convenience only and shall not constitute a part of this Agreement for any other purpose and shall not be deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

Section 10.9     Construction. The parties agree that each of them and their respective counsel has reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents. In addition, each and every reference to share prices and number of Common Shares in any Transaction Document shall, in all cases, be subject to adjustment for any stock splits, stock combinations, stock dividends, recapitalizations, reorganizations and other similar transactions that occur on or after the date of this Agreement. Any reference in this Agreement to “Dollars” or “$” shall mean the lawful currency of the United States of America. Any references to “Section” or “Article” in this Agreement shall, unless otherwise expressly stated herein, refer to the applicable Section or Article of this Agreement.

Section 10.10     Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors. Neither the Company nor the Investor may assign this Agreement or any of their respective rights or obligations hereunder to any Person.

Section 10.11     No Third-Party Beneficiaries. Except as expressly provided in Article X, this Agreement is intended only for the benefit of the parties hereto and their respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

Section 10.12     Governing Law. This Agreement shall be governed by and construed in accordance with the internal procedural and substantive laws of the State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of any other jurisdiction.

Section 10.13     Survival. The representations, warranties, covenants and agreements of the Company and the Investor contained in this Agreement shall survive the execution and delivery hereof until the termination of this Agreement; provided, however, that (i) the provisions of Article VIII (Termination), Article IX (Indemnification) and this Article X (Miscellaneous) shall remain in full force and effect indefinitely notwithstanding such termination, and, (ii) so long as the Investor owns any Shares, the covenants and agreements of the Company and the Investor contained in Article VI (Additional Covenants), shall remain in full force and effect notwithstanding such termination for a period of thirty (30) days following such termination.

Section 10.14     Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

Section 10.15     Publicity. The Company shall afford the Investor and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, Commission filing or any other public disclosure made by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, prior to the issuance, filing or public disclosure thereof. For the avoidance of doubt, the Company shall not be required to submit for review any such disclosure (i) contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure to the Investor or its counsel for review in connection with a previous filing or (ii) any Prospectus Supplement if it contains disclosure that does not reference the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby.

Section 10.16     Severability. The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement, and this Agreement shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent possible.

Section 10.17     Further Assurances. From and after the Commitment Date, upon the request of the Investor or the Company, each of the Company and the Investor shall execute and deliver such instrument, documents and other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

SatixFy Communications Ltd.
By:	/s/ Yoel Gat
Name:	Yoel Gat
Title:	Chief Executive Officer
By:	/s/ Yoav Leibovitch
Name:	Yoav Leibovitch
Title:	Chief Financial Officer
CF Principal Investments LLC
By:	/s/ Mark Kaplan
Name:	Mark Kaplan
Title:	Global Chief Operating Officer

[Signature Page to Equity Line Agreement]

ANNEX I TO THE
PURCHASE AGREEMENT
DEFINITIONS

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a Person, as such terms are used in and construed under Rule 144.

“Bankruptcy Law” means Title 11, U.S. Code, or any similar U.S. federal or state law for the relief of debtors.

“Bloomberg” means Bloomberg, L.P.

“Commitment Date” means the date of this Agreement.

“Commission” means the U.S. Securities and Exchange Commission or any successor entity.

“Commission Documents” shall mean (1) any registration statement on Form F-4 filed by the Company with the Commission, including any related prospectus or prospectuses, for the registration of the Common Shares to be issued pursuant to the Business Combination Agreement, on file with the Commission at the time such registration statement became effective, including the financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the effective date of such registration statement under the Securities Act (the “Company Form F-4 Registration Statement”), (2) any proxy statement or prospectus filed by the Company with the Commission, including all documents incorporated or deemed incorporated therein by reference, whether or not included in a registration statement on Form F-4, in the form in which such proxy statement or prospectus has most recently been filed with the Commission pursuant to Rule 424(b) under the Securities Act, (3) all reports, schedules, registrations, forms, statements, information and other documents filed with or furnished to the Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the Commitment Effective Time, including, without limitation, the Current Report, (4) each Registration Statement, as the same may be amended from time to time, the Prospectus contained therein and each Prospectus Supplement thereto and (5) all information contained in such filings and all documents and disclosures that have been and heretofore shall be incorporated by reference therein.

“Common Shares Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

“Contract” means any written or oral legally binding contract, agreement, understanding, arrangement, subcontract, loan or credit agreement, note, bond, indenture, mortgage, purchase order, deed of trust, lease, sublease, instrument, or other legally binding commitment, obligation or undertaking.

“Custodian” shall mean any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“DTC” means The Depository Trust Company, a subsidiary of The Depository Trust & Clearing Corporation, or any successor thereto.

“DWAC Shares” means Common Shares issued pursuant to this Agreement that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale and without stop transfer instructions maintained against the transfer thereof and (iii) timely credited by the Company to the Investor’s or its designated Broker-Dealer at which the account or accounts to be credited with the Shares being purchased by Investor are maintained specified DWAC account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

“EDGAR” means the Commission’s Electronic Data Gathering, Analysis and Retrieval System.

“Effective Date” means, with respect to the Initial Registration Statement filed pursuant to Section 2(a) of the Registration Rights Agreement (or any post-effective amendment thereto) or any New Registration Statement filed pursuant to Section 2(c) of the Registration Rights Agreement (or any post-effective amendment thereto), as applicable, the date on which the Initial Registration Statement (or any post-effective amendment thereto) or any New Registration Statement (or any post-effective amendment thereto) is declared effective by the Commission.

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien or encumbrance, covenant, condition, restriction, easement, charge, right of first refusal or first offer, or other restriction on title or transfer of any nature whatsoever.

“Environmental Law” means any statute, law, ordinance, regulation, rule or code concerning or relating to: (i) the protection of the environment or natural resources or, as such relates to exposure to Hazardous Materials, human health and safety (including workplace and industrial hygiene); (ii) the presence, Release, generation, use, management, handling, transportation, treatment, storage or disposal of Hazardous Materials; (iii) noise or odor including, without limitation, in the United States, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42 U.S.C. 6901, et seq.; the Toxic Substances Control Act, 15 U.S.C. 2601, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. 5101; the Safe Drinking Water Act, 42 U.S.C. 300f, et seq.; as it relates to exposure to Hazardous Materials, the Occupational Safety and Health Act, 29 U.S.C. 651, et seq.; the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. 11001, et seq.; the Atomic Energy Act, 42 U.S.C. 2014, et seq.; the Endangered Species Act, 16 U.S.C. 1531, et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136, et seq.; the Clean Air Act, 42 U.S.C. 7401, et seq.; and the state and local analogues of each of the foregoing federal statutes.

“Environmental Permit” means any Permit, approval, identification number, registration, exemption or license required pursuant to any applicable Environmental Law.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“Exempt Issuance” means the issuance of (a) Common Shares, options or other equity incentive awards to employees, officers, directors or vendors of the Company pursuant to any equity incentive plan duly adopted for such purpose, by the Company’s Board of Directors or a majority of the members of a committee of the Board of Directors established for such purpose, (1) any Shares issued to the Investor pursuant to this Agreement, (2) any securities issued upon the exercise or exchange of or conversion of any Common Shares or Common Shares Equivalents held by the Investor at any time, or (3) any securities issued upon the exercise or exchange of or conversion of any Common Shares Equivalents issued and outstanding on the date of this Agreement, provided that such securities referred to in this clause (3) have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions approved by the Company’s Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) Common Shares issued by the Company to the Investor or an Affiliate of the Investor in connection with any “equity line of credit” or other continuous offering or similar offering of Common Shares pursuant to a written agreement between the Company and the Investor or an Affiliate of the Investor, whereby the Company may sell Common Shares to the Investor or an Affiliate of the Investor at a future determined price or (e) Common Shares issued by the Company by any method deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, exclusively to or through Cantor Fitzgerald & Co., as the Company’s sales agent, pursuant to one or more written agreements between the Company and Cantor Fitzgerald & Co. Exempt Issuance does not include (i) the Business Combination Agreement, (ii) the PIPE Agreements and (iii) the issuance of stock upon the exercise of the SPAC Warrants.

“FINRA” means the Financial Industry Regulatory Authority.

“Fundamental Transaction” means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding Common Shares (excluding any Common Shares held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding Common Shares (not including any Common Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Shares, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Shares. For the avoidance of doubt, “Fundamental Transaction” shall not include the Business Combination Agreement and the transactions contemplated therein.

“Governmental Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.

“Hazardous Material” means any substance, material, or other matter regulated as toxic or hazardous, or as a contaminant or for which standards are imposed, by any governmental authority because of its deleterious impact on the environment including but not limited to petroleum and petroleum byproduct and distillates, asbestos and asbestos-containing materials, urea formaldehyde, polychlorinated biphenyls, mold, radon gas, radioactive substances, and poly- and perfluoroalkyl substances.

“Initial Registration Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Investment Period” means the period commencing on the Effective Date of the Initial Registration Statement and expiring on the date this Agreement is terminated pursuant to Article VIII.

“Knowledge” means the actual knowledge of the Company’s Chief Executive Officer, the Company’s Chief Technical Officer, and the Company’s Chief Financial Officer, in each case after reasonable inquiry of all officers, directors and employees of the Company and its Subsidiaries who would reasonably be expected to have knowledge or information with respect to the matter in question.

“New Registration Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Post-Effective Amendment Period” means the period commencing at 9:30 a.m., New York City time, on the fifth (5th) Trading Day immediately prior to the filing of any post- effective amendment to the Initial Registration Statement or any New Registration Statement, and ending at 9:30 a.m., New York City time, on the Trading Day immediately following, the Effective Date of such post-effective amendment.

“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

“Principal Market” means the Nasdaq Capital Market; provided however, that in the event the Company’s Common Shares are ever listed or traded on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, or the Nasdaq Global Market, then the “Principal Market” shall mean such other market or exchange on which the Company’s Common Shares are then listed or traded.

“Prospectus” means the prospectus in the form included in a Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.

“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

“Registrable Securities” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Registration Statement” shall have the meaning assigned to such term in the Registration Rights Agreement.

“Release” means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, escaping or emptying into or upon, from, or migrating through of Hazardous Materials, within or into, the air or any soil, sediment, subsurface strata, surface water or groundwater, natural resources or structure.

“Remedial Action” means any action required to investigate, clean up, remove or remediate, or conduct remedial, responsive, monitoring or corrective actions with respect to, any presence or Release of Hazardous Materials.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect.

“Section 4(a)(2)” shall have the meaning assigned to such term in the recitals of this Agreement.

“Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.

“Shares” shall mean the Common Shares that are and/or may be purchased by the Investor under this Agreement pursuant to one or more VWAP Purchase Notices.

“Short Sales” shall mean “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act.

“Subsidiary” shall mean any corporation or other entity of which at least a majority of the securities or other ownership interest having ordinary voting power for the election of directors or other persons performing similar functions are at the time owned directly or indirectly by the Company and/or any of its other Subsidiaries.

“Total Commitment” shall have the meaning assigned to such term in Section 2.1. “Trading Day” shall mean any day on which the Principal Market or, if the Common Shares are then listed on a Principal Market, such Principal Market is open for trading (regular way), including any day on which the Principal Market (or such Principal Market, as applicable) is open for trading (regular way) for a period of time less than the customary time.

“Transaction Documents” means, collectively, this Agreement (as qualified by the Commission Documents) and the exhibits hereto, the Registration Rights Agreement and the exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.

“Transfer Agent” any transfer agent with respect to the Common Shares duly appointed by the Company or any duly appointed successor thereof.

“Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Common Shares or Common Shares Equivalents either (A) at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance of such equity or debt securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such equity or debt security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (ii) issues or sells any equity or debt securities, including without limitation, Common Shares or Common Shares Equivalents, either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares (other than standard anti- dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction), or (B) that are subject to or contain any put, call, redemption, buy- back, price-reset or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right, other than in connection with a “fundamental transaction”) that provides for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into or effects a transaction under any agreement, including, but not limited to, an “equity line of credit” or “at the market offering” or other continuous offering or similar offering of Common Shares or Common Shares Equivalents, whereby the Company may sell Common Shares or Common Shares Equivalents at a future determined price. For the avoidance of doubt, “Variable Rate Transaction” does not include (i) the Warrant Assumption Agreement, (ii) the PIPE Warrant Agreements and (iii) the Backstop Facility (in each case, as defined in the Business Combination Agreement).

“VWAP” means, for the Common Shares for a specified period, the dollar volume- weighted average price for the Common Shares on the Principal Market, for such period, as reported by Bloomberg through its “AQR” function. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.

“VWAP Purchase Commencement Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 9:30:01 a.m., New York City time, on the applicable VWAP Purchase Date, or such other time on such VWAP Purchase Date publicly announced by the Principal Market as the official open (or commencement) of trading (regular way) on the Principal Market (or such Principal Market, as applicable) on such VWAP Purchase Date; provided, however, that if a VWAP Purchase Notice is delivered after 9:00 a.m., New York City time, on a VWAP Purchase Date, then the VWAP Purchase Commencement Time shall start only upon receipt by the Company of written confirmation (which may be by email) of acceptance by the Investor, and which confirmation shall specify the VWAP Purchase Commencement Time.

“VWAP Purchase Date” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the Trading Day on which the Investor receives, after 6:00 a.m., New York City time, but prior to 9:00 a.m., New York City time, on such Trading Day, a valid VWAP Purchase Notice for such VWAP Purchase in accordance with this Agreement.

“VWAP Purchase Maximum Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, a number of Common Shares equal to the least of (i) a number of Common Shares which, when aggregated with all other Common Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor of more than the Beneficial Ownership Limitation and (ii) a number of Shares equal to (A) the VWAP Purchase Share Percentage multiplied by (B) the total number (or volume) of Common Shares traded on the Principal Market during the applicable VWAP Purchase Period on the applicable VWAP Purchase Date for such VWAP Purchase and (iii) the VWAP Purchase Share Estimate.

“VWAP Purchase Notice” means, with respect to a VWAP Purchase made pursuant to Section 3.1, an irrevocable written notice delivered by the Company to the Investor directing the Investor to purchase a VWAP Purchase Share Amount, at the applicable VWAP Purchase Price therefor on the applicable VWAP Purchase Date for such VWAP Purchase in accordance with this Agreement.

“VWAP Purchase Period” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the period on the applicable VWAP Purchase Date for such VWAP Purchase beginning at the applicable VWAP Purchase Commencement Time and ending at the applicable VWAP Purchase Termination Time.

“VWAP Purchase Price” means the purchase price per Share to be purchased by the Investor in such VWAP Purchase on such VWAP Purchase Date equal to ninety-seven percent (97.0%) of the VWAP over the applicable VWAP Purchase Period on such VWAP Purchase Date for such VWAP Purchase.

“VWAP Purchase Share Amount” means, with respect to a VWAP Purchase made pursuant to Section 3.1, the number of Shares to be purchased by the Investor in such VWAP Purchase as specified by the Company in the applicable VWAP Purchase Notice, which number of Shares shall not exceed the applicable VWAP Purchase Maximum Amount.

“VWAP Purchase Share Estimate” means the number of Common Shares constituting a good faith estimate by the Company of the number of Shares that the Investor shall have the obligation to buy pursuant to the VWAP Purchase Notice.

“VWAP Purchase Share Percentage” means, with respect to a VWAP Purchase made pursuant to Section 3.1, twenty percent (20%).

“VWAP Purchase Termination Time” means, with respect to a VWAP Purchase made pursuant to Section 3.1, 4:00 p.m., New York City time, on the applicable VWAP Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading (regular way) on the Principal Market on such applicable VWAP Purchase Date.

EXHIBIT A
FORM OF REGISTRATION RIGHTS AGREEMENT

EXHIBIT B
CLOSING CERTIFICATE

EXHIBIT C

COMPLIANCE CERTIFICATE

EXHIBIT D

FORM OF VWAP PURCHASE NOTICE

EXHIBIT E-1

Form of Opinion of Gross & Co.

EXHIBIT E-2

Form of Opinion of Davis Polk & Wardwell LLP

EXHIBIT E-3

Form of 10b-5 Letter of Davis Polk & Wardwell LLP

EX-10.7

Exhibit 10.7

FINAL FORM

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Company”).

RECITALS

The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $75,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.3 of the Purchase Agreement), as provided for therein.

Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to the Investor the Commitment Shares in accordance with the terms of the Purchase Agreement.

Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows:

Article I
DEFINITIONS

1.             Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

“Business Combination” means the merger pursuant to the Business Combination Agreement, whereby SatixFy MS will merge with and into EDNCU, with EDNCU surviving the merger, and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the business combination agreement, dated as of March 7, 2022 (as may be amended, supplemented, or otherwise modified from time to time), by and among the Company, EDNCU and SatixFy MS.

“Closing Date” shall mean the date of this Agreement.

“Commission” means the U.S. Securities and Exchange Commission or any successor entity.

“EDNCU” means Endurance Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company.

“Effective Date” means the date that the applicable Registration Statement has been declared effective by the Commission.

“Eligible Market” means The New York Stock Exchange, Inc., NYSE AMEX Equities, the NASDAQ Global Select Market, The NASDAQ Global Market or the NASDAQ Capital Market.

“Filing Deadline” means (i) with respect to the Initial Registration Statement required to be filed to pursuant to Section 2(a), the 30^th Business Day after the closing of the Business Combination, and (ii) with respect to any New Registration Statements that may be required to be filed by the Company pursuant to this Agreement, the 10^th Business Day following the sale of substantially all of the Registrable Securities included in the Initial Registration Statement or the most recent prior New Registration Statement, as applicable, or such other date as permitted by the Commission.

“Person” means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company, trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.

“Prospectus” means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement, as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.

“Prospectus Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein.

“register,” “registered,” and “registration” refer to a registration effected by preparing and filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of effectiveness of such Registration Statement(s) by the Commission.

“Registrable Securities” means all of (i) the Shares and (ii)  any capital stock of the Company issued or issuable with respect to such Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or exchanged and shares of capital stock of a successor entity into which the shares of Common Stock are converted or exchanged, in each case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f).

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“Registration Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented from time to time, including all documents filed as part thereof or incorporated by reference therein.

“Rule 144” means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of the Company to the public without registration.

“Rule 415” means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.

“Trading Market” means NASDAQ Global Market.

Article II
REGISTRATIONS

2.             Registration.

(a)            Mandatory Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with the Commission the Initial Registration Statement on Form F-1 (or any successor form) covering the resale by the Investor of the maximum number of additional Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and interpretations so as to permit the resale of such Registrable Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the “Initial Registration Statement”). The Initial Registration Statement shall contain the “Selling Stockholder” and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit B. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission as soon as reasonably practicable following the filing thereof with the Commission.

(b)            Legal Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be King & Spalding LLP, or such other counsel as thereafter designated by the Investor. Except as provided under Section 10.1(i) of the Purchase Agreement, the Company shall have no obligation to reimburse the Investor for any and all legal fees and expenses of the Legal Counsel incurred in connection with the transactions contemplated hereby.

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(c)            Sufficient Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable efforts to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not covered by such initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of the Commission (“Staff”) with respect to the date on which the Staff will permit such additional Registration Statement(s) to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration Statement, a “New Registration Statement”) but in no event later than the applicable Filing Deadline for such New Registration Statement. The Company shall use its commercially reasonable efforts to cause each such New Registration Statement to become effective as soon as reasonably practicable following the filing thereof with the Commission for such New Registration Statement.

(d)            No Inclusion of Other Securities. In no event shall the Company include any securities other than Registrable Securities on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor and Legal Counsel prior to filing such Registration Statement with the Commission.

(e)            Offering. If the Staff or the Commission seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), or if after the filing of any Registration Statement pursuant to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable Securities to be removed therefrom) until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid. Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than 48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act, and the Effectiveness Deadline shall automatically be deemed to have elapsed with respect to such Registration Statement at such time as the Staff or the Commission has made a final and non-appealable determination that the Commission will not permit such Registration Statement to be so utilized (unless prior to such time the Company has received assurances from the Staff or the Commission that a New Registration Statement filed by the Company with the Commission promptly thereafter may be so utilized). In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are available for use by the Investor.

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(f)            Any Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company or one of its Subsidiaries; and (iii) the date that is the first (1st) anniversary of the date of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement.

Article III
RELATED OBLIGATIONS

3.            Related Obligations. The Company shall use its commercially reasonable efforts to effect the registration of the Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this Agreement, the Company shall have the following obligations:

(a)            Following the closing the Business Combination, the Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof and one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, but in no event later than the applicable Filing Deadline therefor, and the Company shall use its commercially reasonable efforts to cause each such Registration Statement to become effective as soon as practicable after such filing, but in no event later than the applicable Effectiveness Deadline therefor. Subject to Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on a continuous basis at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which the Investor shall have sold all of the Registrable Securities covered by such Registration Statement and (ii) the date of termination of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) (the “Registration Period”). Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(p) hereof), the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation, all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in the light of the circumstances in which they were made) not misleading. The Company shall submit to the Commission, as soon as reasonably practicable after the date that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.

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(b)            Subject to Section 3(p) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the Investor. Without limiting the generality of the foregoing, the Company covenants and agrees that (i) at or before 8:30 a.m. (New York City time) on the second (2nd) Trading Day immediately following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the transactions contemplated by any VWAP Purchase are material to the Company (individually or collectively with all other prior VWAP Purchases, the consummation of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or if otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined by the Company and the Investor, then, at or before 8:30 a.m., New York City time, on the first (1st) Trading Day immediately following the VWAP Purchase Date, if a VWAP Purchase Notice was properly delivered to the Investor hereunder in connection with such VWAP Purchase, the Company shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect to the VWAP Purchase(s), the total VWAP Purchase Price for the Shares subject to such VWAP Purchase(s) (as applicable), the applicable VWAP Purchase Price(s) for such Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale of such Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in any quarterly financial information it files on Form 6-K and in its Annual Reports on Form 20-F the information described in the immediately preceding sentence relating to all VWAP Purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly Reports and Annual Reports with the Commission within the applicable time period prescribed for such report under the Exchange Act. In the case of amendments and supplements to any Registration Statement on Form F-1 or Prospectus related thereto which are required to be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report on Form 6-K, Form 10-Q or Form 20-F or any analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendments or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including, without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including, without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.

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(c)            The Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least five (5) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 20-F, Current Reports on Form 6-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the Commission, and (B) shall reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent such document is available on EDGAR at the time of Legal Counsel’s request).

(d)            Without limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge, (i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, all exhibits thereto, (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably request from time to time) and (iii) such other documents, including, without limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent such document is available on EDGAR).

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(e)            The Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions, such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.

(f)             The Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, non- public information regarding the Company or any of its Subsidiaries), and, subject to Section 3(p), promptly prepare a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission and deliver one (1) electronic copy of such supplement or amendment to Legal Counsel and the Investor (or such other number of copies as Legal Counsel or the Investor may reasonably request). The Company shall also promptly notify Legal Counsel and the Investor in writing (i) when a Prospectus or any Prospectus Supplement or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness shall be delivered to Legal Counsel and the Investor by facsimile or e-mail on the same day of such effectiveness), and when the Company receives written notice from the Commission that a Registration Statement or any post-effective amendment will be reviewed by the Commission, (ii) of any request by the Commission for amendments or supplements to a Registration Statement or related Prospectus or related information, (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate and (iv) of the receipt of any request by the Commission or any other federal or state governmental authority for any additional information relating to the Registration Statement or any amendment or supplement thereto or any related Prospectus. The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to a Registration Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase Agreement.

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(g)            The Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding.

(h)            The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non- appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i)             Without limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j)             The Company shall cooperate with the Investor and, to the extent applicable, facilitate the timely preparation and delivery of Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may reasonably request from time to time. Investor hereby agrees that it shall cooperate with the Company, its counsel and Transfer Agent in connection with any issuances of DWAC Shares, and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of Distribution” in such Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations, including, without limitation, any applicable prospectus delivery requirements of the Securities Act. At the time such DWAC shares sold pursuant to the Registration Statement, such DWAC Shares shall be free from all restrictive legends may be transmitted by the Transfer Agent to the Investor by crediting an account at DTC as directed in writing by the Investor.

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(k)            Upon the written request of the Investor, the Company shall as soon as reasonably practicable after receipt of notice from the Investor and subject to Section 3(p) hereof, (i) incorporate in a Prospectus Supplement or post-effective amendment such information as the Investor reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such Prospectus Supplement or post-effective amendment after being notified of the matters to be incorporated in such Prospectus Supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or Prospectus contained therein if reasonably requested by the Investor.

(l)             The Company shall use its commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(m)            The Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR) as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.

(n)            The Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission in connection with any registration hereunder.

(o)            Within one (1) Business Day after each Registration Statement which covers Registrable Securities is declared effective by the Commission, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor) confirmation that such Registration Statement has been declared effective by the Commission in the form attached hereto as Exhibit A.

(p)            Notwithstanding anything to the contrary contained herein (but subject to the last sentence of this Section 3(p)), at any time after the Effective Date of a particular Registration Statement, the Company may, upon written notice to Investor, suspend Investor’s use of any prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities) if the Company (x) is pursuing an acquisition, merger, tender offer, reorganization, disposition or other similar transaction and the Company determines in good faith that (A) the Company’s ability to pursue or consummate such a transaction would be materially adversely affected by any required disclosure of such transaction in such Registration Statement or other registration statement or (B) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause any Registration Statement (or such filings) to be used by Investor or to promptly amend or supplement any Registration Statement contemplated by this Agreement on a post effective basis, as applicable, or (y) has experienced some other material non-public event the disclosure of which at such time, in the good faith judgment of the Company, would materially adversely affect the Company (each, an “Allowable Grace Period”); provided, however, that in no event shall the Investor be suspended from selling Registrable Securities pursuant to any Registration Statement for a period that exceeds forty-five (45) consecutive Trading Days or an aggregate of ninety (90) days in any three hundred and sixty-five (365)-day period; and provided, further, the Company shall not effect any such suspension during (A) the first 10 consecutive Trading Days after the Effective Date of the particular Registration Statement or (B) the three-Trading Day period following the VWAP Purchase Share Delivery Date for each VWAP Purchase. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension of sales it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public information is no longer applicable). Notwithstanding anything to the contrary contained in this Section 3(p), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included as part of the particular Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the notice of an Allowable Grace Period and for which the Investor has not yet settled.

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Article IV
OBLIGATIONS OF THE INVESTOR

4.            Obligations of the Investor.

(a)            At least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

(b)            The Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.

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(c)            The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of 3(f), the Investor shall as soon as is reasonably practicable discontinue disposition of Registrable Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(p) or the first sentence of Section 3(f) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(p) or the first sentence of Section 3(f) and for which the Investor has not yet settled.

(d)            The Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

Article V
EXPENSES OF REGISTRATION

5.             Expenses of Registration.

All reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel for the Company, shall be paid by the Company.

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Article VI
INDEMNIFICATION

6.             Indemnification.

(a)            In the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within the meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively, the “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading (the matters in the foregoing clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(c), the Company shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Investor Party for such Investor Party expressly for use in connection with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to the extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following the receipt of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Investor Party.

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(b)            In connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, a “Company Party”) against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit C attached hereto is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement); and, subject to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party any legal or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however, the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.

(c)            Promptly after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall be at the expense of the indemnifying party, provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Company Party or Investor Party (as the case may be) which relates to such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.

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(d)            No Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable Securities who is not guilty of fraudulent misrepresentation.

(e)            The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.

(f)            The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law. The Company acknowledges that the Investor Parties (as third party beneficiaries with rights of enforcement only with respect to the waivers or obligations set forth herein that are specific to the Investor parties) will rely on the acknowledgements; understandings, agreements, representations and warranties contained in Section 9 of the Purchase Agreement.

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Article VII
CONTRIBUTIONS

7.            Contribution.

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been required to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged omission.

Article VIII
REPORTS UNDER THE EXCHANGE ACT

8.            Reports Under the Exchange Act. With a view to making available to the Investor the benefits of Rule 144, the Company agrees, following the closing of the Business Combination, to:

(a)            use its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;

(b)            use its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

(c)            furnish to the Investor, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration; and

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(d)            take such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent without unreasonable delay as may be reasonably requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker in their efforts to effect such sale of securities pursuant to Rule 144.

Article IX
ASSIGNMENT OF REGISTRATION RIGHTS

9.             Assignment of Registration Rights.

Neither the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder.

Article X
AMENDMENT OR WAIVER

10.            Amendment or Waiver.

No provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

Article XI
MISCELLANEOUS

11.            Miscellaneous.

(a)            Solely for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from such record owner of such Registrable Securities.

(b)            Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given in accordance with Section 10.4 of the Purchase Agreement.

(c)            Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be entitled by law or equity.

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(d)            All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(e)            The Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written, solely with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary and without implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect in any manner whatsoever (i) the conditions precedent to a VWAP Purchase contained in Article VII of the Purchase Agreement or (ii) any of the Company’s obligations under the Purchase Agreement.

(f)            This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors and the Persons referred to in Sections 6 and 7 hereof.

(g)            The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.

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(h)            This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

(i)            Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(j)            The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

[Signature Pages Follow]

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IN WITNESS WHEREOF, Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date first written above.

COMPANY:

SATIXFY COMMUNICATIONS LTD., a

company organized under the laws of the State of Israel

By:

Name:

Title:

Investors:

CF PRINCIPAL INVESTMENTS LLC, a

Delaware limited liability company

By:

Name:

Title:

[Signature Page to Registered Rights]

EXHIBIT A

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT

EXHIBIT B

SELLING STOCKHOLDER

PLAN OF DISTRIBUTION

EXHIBIT C

BUSINESS ADDRESS & REGULATION SHO

EX-10.10

Exhibit 10.10

Execution Copy

CREDIT AGREEMENT

dated as of

February 1, 2022

among

SATIXFY COMMUNICATIONS LTD,

the LENDERS party hereto,

and

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Administrative Agent

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
SECTION 1.01	Defined Terms	1
SECTION 1.02	Terms Generally	27
SECTION 1.03	Accounting Terms; IFRS	28
SECTION 1.04	Certain Calculations and Tests	29
ARTICLE II THE CREDITS		29
SECTION 2.01	Term Commitments	29
SECTION 2.02	Procedure for Term Loan Borrowing	30
SECTION 2.03	[Reserved]	30
SECTION 2.04	[Reserved]	30
SECTION 2.05	Term Loans and Borrowings	30
SECTION 2.06	[Reserved]	30
SECTION 2.07	[Reserved]	30
SECTION 2.08	Funding of Borrowings	30
SECTION 2.09	[Reserved]	30
SECTION 2.10	[Reserved]	30
SECTION 2.11	Register; Evidence of Debt; Disqualified Lender List	31
SECTION 2.12	Prepayment of Term Loans	31
SECTION 2.13	Fees	32
SECTION 2.14	Interest	33
SECTION 2.15	[Reserved]	34
SECTION 2.16	Increased Costs	34
SECTION 2.17	[Reserved]	35
SECTION 2.18	Taxes	35
SECTION 2.19	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	39
SECTION 2.20	Mitigation Obligations; Replacement of Lenders	40
SECTION 2.21	MIRE Event	41
ARTICLE III REPRESENTATIONS AND WARRANTIES		41
SECTION 3.01	Organization; Powers	41
SECTION 3.02	Authorization; Enforceability	41
SECTION 3.03	Governmental Approvals; No Conflicts	42
SECTION 3.04	Financial Condition; No Material Adverse Change	42
SECTION 3.05	Properties	42
SECTION 3.06	Litigation and Environmental Matters	43
SECTION 3.07	Compliance with Laws and Contractual Obligations	43
SECTION 3.08	Investment Company Act Status	43
SECTION 3.09	Taxes	44
SECTION 3.10	ERISA	44
SECTION 3.11	Disclosure; Accuracy of Information	44
SECTION 3.12	Margin Regulations	44
SECTION 3.13	[Reserved]	45
SECTION 3.14	No Default	45
SECTION 3.15	Subsidiaries	45

SECTION 3.16	Security Documents	45
SECTION 3.17	Anti-Corruption Laws and Sanctions; USA PATRIOT Act	45
SECTION 3.18	Solvency	45
SECTION 3.19	EEA Financial Institution	45
ARTICLE IV CONDITIONS		46
SECTION 4.01	Conditions to Effective Date	46
ARTICLE V AFFIRMATIVE COVENANTS		49
SECTION 5.01	Financial Statements and Other Information	49
SECTION 5.02	Notices of Material Events	51
SECTION 5.03	Existence; Conduct of Business	52
SECTION 5.04	Payment of Taxes and Other Obligations	52
SECTION 5.05	Maintenance of Properties	52
SECTION 5.06	Maintenance of Insurance	53
SECTION 5.07	Books and Records	53
SECTION 5.08	Inspection Rights	53
SECTION 5.09	Compliance with Laws and Contractual Obligations	53
SECTION 5.10	Use of Proceeds	53
SECTION 5.11	Additional Loan Parties; Real Property; Further Assurances	54
SECTION 5.12	Board Observation Rights	57
SECTION 5.13	Post-Closing Obligations	58
ARTICLE VI NEGATIVE COVENANTS		58
SECTION 6.01	Indebtedness	58
SECTION 6.02	Liens	60
SECTION 6.03	Mergers, Consolidations, Etc.	62
SECTION 6.04	Dispositions	62
SECTION 6.05	Lines of Business	64
SECTION 6.06	Investments and Acquisitions	64
SECTION 6.07	Restricted Payments	66
SECTION 6.08	Transactions with Affiliates	67
SECTION 6.09	Restrictive Agreements	67
SECTION 6.10	Optional Payments and Modifications of Subordinated Debt	69
SECTION 6.11	Financial Covenant	69
SECTION 6.12	IIA Grants	69
SECTION 6.13	Changes in Fiscal Periods	70
SECTION 6.14	Amendments to Organizational Documents	70
SECTION 6.15	Use of Proceeds	70
SECTION 6.16	Intellectual Property	70
ARTICLE VII EVENTS OF DEFAULT		70
ARTICLE VIII THE ADMINISTRATIVE AGENT		72
SECTION 8.01	Authorization and Action	72
SECTION 8.02	Administrative Agent’s Reliance, Indemnification, Etc.	75
SECTION 8.03	Posting of Communications	76
SECTION 8.04	The Administrative Agent Individually	77
SECTION 8.05	Successor Administrative Agent	77

SECTION 8.06	Acknowledgements of Lenders	78
SECTION 8.07	Collateral Matters	79
SECTION 8.08	Credit Bidding	79
SECTION 8.09	Certain ERISA Matters	80
ARTICLE IX MISCELLANEOUS		81
SECTION 9.01	Notices	81
SECTION 9.02	Waivers; Amendments	81
SECTION 9.03	Expenses; Indemnity; Damage Waiver	83
SECTION 9.04	Successors and Assigns; Participations	84
SECTION 9.05	Survival	89
SECTION 9.06	Counterparts; Integration; Effectiveness	89
SECTION 9.07	Severability	89
SECTION 9.08	Right of Setoff	90
SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	90
SECTION 9.10	WAIVER OF JURY TRIAL	91
SECTION 9.11	Headings	91
SECTION 9.12	Confidentiality	91
SECTION 9.13	USA PATRIOT Act	93
SECTION 9.14	Collateral Matters; Release of Guarantees and Liens	93
SECTION 9.15	No Advisory or Fiduciary Responsibility	94
SECTION 9.16	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	95
SECTION 9.17	Qualifying SPAC Transaction Agreements	95

SCHEDULE 1.01(a)	–	Term Commitments
SCHEDULE 1.01(b)	–	Permitted Holders
SCHEDULE 3.06(a)	–	Litigation
SCHEDULE 3.06(b)	–	Environmental Matters
SCHEDULE 3.09	–	Taxes
SCHEDULE 3.15	–	Subsidiaries
SCHEDULE 5.13	–	Post-Closing Obligations
SCHEDULE 6.01	–	Existing Indebtedness
SCHEDULE 6.02	–	Existing Liens
SCHEDULE 6.06	–	Existing Investments
SCHEDULE 6.09	–	Restrictive Agreements
SCHEDULE 9.01	–	Addresses for Notices
EXHIBIT A	Form of Assignment and Assumption
EXHIBIT B	Form of Borrowing Request
EXHIBIT C	[Reserved]
EXHIBIT D	Form of Term Loan Note
EXHIBIT E	Form of Joinder Agreement
EXHIBIT F	Form of U.S. Tax Compliance Certificate
EXHIBIT G	Form of Solvency Certificate
EXHIBIT H	Form of Guaranty Agreement
EXHIBIT I	Form of Security Agreement

CREDIT AGREEMENT, dated as of February 1, 2022 (this “ Agreement ”), among SATIXFY COMMUNICATIONS LTD, a limited liability company organized under the laws of Israel with company registration number 51-613503-5 (the “Borrower”), the LENDERS party hereto, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders extend credit in the form of Term Loans (as hereinafter defined) on the Effective Date (as hereinafter defined) in an aggregate principal amount not to exceed $55,000,000; and

WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the above premises, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Accounting Changes” has the meaning set forth in Section 1.03(c).

“Acquisition” means the acquisition by the Borrower or any other Subsidiary, in one transaction or a series of related transactions, of (a) Capital Stock of any other Person if, after giving effect thereto, (i) more than 50% of the Capital Stock of such other Person is owned by the Borrower or such Subsidiary or (ii) such other Person is consolidated with the Borrower or such other Subsidiary in accordance with IFRS, (b) all or substantially all of the assets of any other Person, or (c) assets constituting one or more business units of any other Person.

“Administrative Agent” means Wilmington Savings Fund Society, FSB, in its respective capacities as Administrative Agent for the Lenders hereunder and collateral agent for the Secured Parties, and each of its successors and assigns as permitted under this Agreement.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Fee Letter” means certain letter agreement dated the Closing Date between the Borrower and the Administrative Agent, as amended, modified, supplemented or amended and restated from time to time

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“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption.

“Applicable Prepayment Premium” has the meaning set forth in Section 2.13(b).

“Applicable Withholding Agent” has the meaning set forth in Section 2.18(a).

“Approved Electronic Platform” has the meaning set forth in Section 8.03.

“Approved Fund” means any Person (other than a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Asset Sale” means any Disposition of property or series of related Dispositions of property made pursuant to Sections 6.04(m) or 6.04(p).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“Bail-In Action ” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

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“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” means (a) with respect to a corporation or company, the board of directors of the corporation, company or any committee thereof duly authorized to act on behalf of such board, (b) with respect to a partnership, the board of directors of the general partner of the partnership, (c) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof, and (d) with respect to any other Person, the board or committee of such Person serving a similar function.

“Board Observer” has the meaning set forth in Section 5.12.

“BOD Meeting” has the meaning set forth in Section 5.12.

“Borrower” means SatixFy Communications Ltd, a company organized under the laws of Israel.

“Borrower Floating Charge” means the Israeli law floating charge agreement, dated as of the Effective Date, among the Borrower and the Administrative Agent, creating an Israeli law floating charge over all of the assets of the Borrower.

“Borrower Obligations” means all of the Obligations of the Borrower.

“Borrowing” means a borrowing of Term Loans pursuant to Section 2.01.

“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.02, which shall be substantially in the form of Exhibit B or any other form approved by the Administrative Agent.

“Business Day” means (a) any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed and (b) for any payments, the term “Business Day” shall also exclude any day on which banks are not open in Tel Aviv, Israel.

“Capital Expenditures” means, for any period, expenditures (including the aggregate amount of Capital Lease Obligations incurred during such period) made by the Borrower or any of its Subsidiaries to acquire or construct fixed assets, plant and equipment (including renewals, improvements and replacements, but excluding repairs) or in respect of software development costs during such period computed in accordance with IFRS.

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“Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under IFRS as in effect on the Effective Date, and the amount of such obligations as of any date shall be the capitalized amount thereof determined in accordance with IFRS as in effect on the Effective Date that would appear on a balance sheet of such Person prepared in accordance with IFRS.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. Notwithstanding the foregoing, Convertible Indebtedness shall not constitute Capital Stock.

“Cash Equivalent” means:

(a)            direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b)            investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c)            investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d)            fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) of this definition and entered into with a financial institution satisfying the criteria described in clause (c) of this definition; and

(e)            money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

“Change in Control” means the occurrence of any of the following events: (a) at any time prior to the consummation of the Qualifying SPAC Transaction, (i) any reorganization, recapitalization, consolidation or merger (or similar transaction or series of related transactions) of the Borrower, or sale or exchange of outstanding Capital Stock (or similar transaction or series of related transactions) of the Borrower, in each case, in which the holders of Borrower’s outstanding shares immediately before consummation of such transaction or series of related transactions do not, immediately after consummation of such transaction or series of related transactions, retain shares representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding shares of the surviving entity of such transaction or series of related transactions (or the parent of such surviving entity if such surviving entity is wholly owned by such parent), in each case without regard to whether the Borrower is the surviving entity or (ii) any Person (other than Permitted Holders) shall have obtained the power (whether or not exercised) to elect a majority of the members of the Board of Directors of the Borrower; (b) at any time on or after consummation of the Qualifying SPAC Transaction, (i) the acquisition of beneficial ownership, directly or indirectly, by any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder) (other than the Permitted Holders), of shares representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of the Borrower or (ii) any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder) obtains the power (whether or not exercised) to elect a majority of the members of the Board of Directors of the Borrower; (c) except as expressly permitted by Section 6.03, the Borrower ceases to own, directly or indirectly, beneficially and of record, one hundred percent (100%) of the issued and outstanding Capital Stock of each Subsidiary of the Borrower (excluding, for the avoidance of doubt, Jet-Talk Limited); or (d) any “change of control,” “fundamental change” or similar event (howsoever defined) under the indenture governing any Convertible Indebtedness. Notwithstanding the foregoing provisions of this definition, the Qualifying SPAC Transaction shall not constitute a Change in Control.

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“Change in Law” means (a) the adoption of any law, rule or regulation after the Effective Date, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Effective Date or (c) compliance by any Lender (or, for purposes of Section 2.16(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Effective Date; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, or any rules, regulations, interpretations, guidelines or directives promulgated thereunder or issued in connection therewith and (ii) all requests, rules, regulations, guidelines, interpretations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” has the meaning set forth in the Security Agreement and all of the “Collateral” as defined in any Security Document and any other asset pledge pursuant to any Security Document.

“Competitor” means any Person (which, for purposes of this definition, shall be deemed to exclude any natural person and any Governmental Authority) which is engaged in similar business operations as the Borrower and its Subsidiaries.

“Competitor Holding Company” means a direct or indirect holding company of a Competitor.

“Consolidated Adjusted EBITDA” means, for any period, an amount equal to (a) Consolidated Net Income for such period, plus to the extent reducing Consolidated Net Income, the sum, without duplication, of (i) Consolidated Interest Expense, (ii) consolidated income tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, and (iv) other non-cash charges reducing Consolidated Net Income (excluding any such non- cash charge to the extent that it represents an accrual or reserve for a potential cash charge in any future period or amortization of a prepaid cash charge that was paid in a prior period), minus (b) non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash gain in any prior period). For the purposes of calculating Consolidated Adjusted EBITDA for any Reference Period, (x) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Asset Sale, the Consolidated Adjusted EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated Adjusted EBITDA (if positive) attributable to the property that is the subject of such Asset Sale for such Reference Period or increased by an amount equal to the Consolidated Adjusted EBITDA (if negative) attributable thereto for such Reference Period and (y) if during such Reference Period the Borrower or any Subsidiary shall have made an Acquisition, Consolidated Adjusted EBITDA for such Reference Period shall be calculated after giving effect thereto on a Pro Forma Basis.

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“Consolidated Interest Expense” shall mean, with respect to any period, total consolidated interest expense (including interest attributable to Capital Lease Obligations in accordance with IFRS) of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with IFRS, with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed by the Borrower and its Subsidiaries with respect to letters of credit and bankers’ acceptance financing net of interest income of the Borrower and its Subsidiaries.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with IFRS; provided, however, that there shall be excluded, without duplication: (a) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries; (b) the income (or loss) of any Person that is not a Subsidiary of the Borrower or that is accounted for by the equity method of accounting; provided that Consolidated Net Income shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to the Borrower or any of its Subsidiaries by such Person in such period; (c) the undistributed earnings of any Subsidiary of the Borrower (other than a Loan Party) to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by any Contractual Obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary; (d) any after-tax effect of any extraordinary, non-recurring or unusual items (including gains or losses and all fees and expenses relating thereto) for such period; (e) all non-cash expenses realized in connection with or resulting from equity or equity-linked compensation plans, employee benefit plans or agreements or post-employment benefit plans or agreements, or grants or sales of stock, stock appreciation, awards under any successor plans of the Borrower or its Subsidiaries’ option or equity plans or similar rights, stock options, restricted stock, preferred stock, stock appreciation or other similar rights; (f) any impairment charge or asset write-off or write-down related to intangible assets (including goodwill), long-lived assets, and investments in debt and equity securities recorded using the equity method, in each case, (i) including as a result of a Change in Law and (ii) pursuant to IFRS and (g) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period to the extent included in Consolidated Net Income.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Convertible Indebtedness” means after the consummation of the Qualifying SPAC Transaction, Indebtedness of the Borrower permitted to be incurred under the terms of this Agreement that is either convertible or exchangeable into Capital Stock of the Borrower (and cash in lieu of fractional shares) and/or cash (in an amount determined by reference to the price of such Capital Stock).

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

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“Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Term Loans, (ii) [reserved] or (iii) pay over to any Loan Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Loan Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Loan Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Term Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Loan Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has, or has a direct or indirect parent company that has, become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Designated Non-Cash Consideration” means the fair market value (as reasonably determined by the Borrower in good faith) of non-cash consideration received by the Borrower or any of its Subsidiaries in connection with a Disposition that is so designated as “Designated Non- Cash Consideration” pursuant to a certificate of a Responsible Officer of the Borrower minus the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-Cash Consideration.

“ Disclosed Matters” means the actions, suits and proceedings disclosed in Schedule 3.06(a) and the environmental matters disclosed in Schedule 3.06(b).

“Disposition” or “Dispose” means, with respect to any property or right, any sale, lease, sale and leaseback, license, assignment, conveyance, transfer or other disposition thereof (including by operation or as a result of an LLC Division) (excluding the sale by the Borrower of its own Capital Stock). For the avoidance of doubt, (i) the issuance of Convertible Indebtedness and payments or deliveries upon conversion, redemption, repurchase or exchanges thereof and (ii) the unwinding, settlement or termination of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not constitute “Dispositions.”

“Disqualified Lender” means (a) any Competitor or Competitor Holding Company and any Affiliate of any Competitor or Competitor Holding Company, in each case that is specified to the Administrative Agent by the Borrower in writing by name on the Effective Date (the list of such Persons, the “Disqualified Lenders List”), (b) any additional Competitor or Competitor Holding Company and any additional Affiliate of any Competitor or Competitor Holding Company, in each case that has been specified by the Borrower in writing to the Administrative Agent after the Effective Date, and (c) any Affiliate of any Person described in the foregoing clauses (a) or (b) that is clearly identifiable solely on the basis of the similarity of its name as an Affiliate of such Person(s); provided that notwithstanding anything herein to the contrary, (i) any person that is a Lender and subsequently becomes a Disqualified Lender will be deemed to not be a Disqualified Lender hereunder, (ii) “Disqualified Lender” shall exclude any Person identified by the Borrower as no longer being a “Disqualified Lender” by written notice to the Administrative Agent, and (iii) in no event shall the designation of any Person as a Disqualified Lender pursuant to the foregoing clause (b) apply (x) to disqualify any Person until three (3) Business Days after such Person shall have been identified in writing to the Administrative Agent via electronic mail submitted to rgoldsborough@wsfsbank.com (or to such other address as the Administrative Agent may designate to the Borrower from time to time) (the “Designation Effective Date”), or (y) retroactively to disqualify any Person that, prior to the Designation Effective Date, has (1) acquired an assignment or participation interest under this Agreement or (2) entered into a trade to acquire an assignment or participation interest under this Agreement.

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“Disqualified Lenders List” has the meaning set forth in clause (a) of the definition of “Disqualified Lender”, as the same may be supplemented from time to time pursuant to clause (b) of the definition of “Disqualified Lender”.

“Disqualified Stock” means with respect to any Person, Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, matures or is mandatorily redeemable (other than solely as a result of a change of control, asset sale or recovery event) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than solely as a result of a change of control, asset sale or recovery event), in whole or in part, in each case prior to the date that is 91 days after the Latest Maturity Date (as determined as of the date of issuance of such Capital Stock); provided that if such Capital Stock is issued to any plan for the benefit of employees of any Loan Party or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by any Loan Party in order to satisfy applicable statutory or regulatory obligations.

“Dollars” or “$” refers to lawful money of the United States of America.

“Domestic Loan Party” means any Loan Party organized or incorporated under the laws of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

“English Law Debenture” means the English law governed debenture among the English Loan Parties and the Administrative Agent.

“English Law Security Documents” means the English Law Debenture, the English Law Share Charge and any other Security Document which is governed by the laws of England and Wales.

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“English Law Share Charge” means the English law governed share charge between the Borrower and the Administrative Agent.

“English Loan Parties” means any Loan Party incorporated under the laws of England and Wales.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (a) the protection of the environment, (b) preservation or reclamation of natural resources, (c) the management, release or threatened release of any hazardous or toxic material or (d) health and safety matters (as relating to exposure to any hazardous or toxic material).

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Rights” means, with respect to any Person, any subscriptions, options, warrants, commitments, preemptive rights or agreements of any kind (including any shareholders’ or voting trust agreements) for the issuance, sale, registration or voting of, or securities convertible into, any additional shares of Capital Stock of any class or type of such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the failure of the Borrower or any ERISA Affiliate to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, with respect to any Plan; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the complete withdrawal or partial withdrawal (within the meanings of Sections 4203 and 4205 of ERISA) of the Borrower or any ERISA Affiliate from any Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition upon the Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent, within the meaning of Title IV of ERISA.

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“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“Event of Default” has the meaning assigned to such term in Article VII.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means (a) each Immaterial Subsidiary, (b) each Subsidiary (other than any Subsidiaries existing on the Effective Date and any future Subsidiaries formed or organized in Israel, the United Kingdom or the United States) if, and for so long as, the guarantee of the Guaranteed Obligations by such Subsidiary would require the consent, approval, license or authorization of a Governmental Authority or under any binding Contractual Obligation with any Person other than the Borrower or any Subsidiary existing on the Effective Date (or, if later, the date such Subsidiary is acquired (so long as such Contractual Obligation is not incurred in contemplation of such acquisition)), except to the extent such consent, approval, license or authorization has actually been obtained and provided that the Borrower shall use commercially reasonable efforts to obtain such consent, approval, license or authorization, and (c) each Subsidiary with respect to which, as reasonably determined by the Borrower and the Administrative Agent, the cost of providing a guarantee of the Guaranteed Obligations is excessive in view of the benefits to be obtained by the Guaranteed Parties in each case of this definition; provided that any such Subsidiary shall cease to be an Excluded Subsidiary at such time as (i) the foregoing clauses (a) through (c) cease to apply or (ii) the Borrower causes such Subsidiary to become a Subsidiary Guarantor.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on (or measured by) its net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (i) imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any United States federal withholding Tax that is imposed on amounts payable to such Lender pursuant to a law in effect on the date on which (i) such Lender becomes a party to this Agreement (other than an assignee pursuant to a request by the Borrower under Section 2.20(b)), or (ii) such Lender designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding Tax pursuant to Section 2.18(a), (c) Taxes attributable to the recipients failure to comply with Section 2.18(e), and (d) any withholding Taxes imposed under FATCA. Any Israeli value added tax required to be paid with respect to a payment made pursuant to this Agreement or any Loan Document shall not be included in the definition of “Excluded Taxes”.

“Existing Credit Facilities” means (a) that certain Loan Agreement dated as of March 12, 2020 by and among SatixFy UK Limited, a UK company, with a business address at Spectrum Point 279 Farnborough Road, Farnborough, Hampshire, England, GU14 7LS and Alfred H. Moses, Trustee of the Alfred H. Moses, (b) that certain Loan Agreement dated as of April 30, 2020 by and among Satixfy Israel Ltd. And Mizrahi Tefahot Bank Ltd. and (c) that certain Master Agreement dated as of April 19, 2021 by and among the Borrower. and Liquidity Capital II L.P.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation, guidance notes, practices or official agreement with respect to the foregoing.

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“Federal Funds Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate; provided that if the Federal Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes of this Agreement.

“Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (b) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (c) the Biggert-Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Foreign Loan Party” means any Loan Party other than a Domestic Loan Party.

“FP Share Purchase Agreement” means that certain Equity Grant Agreement, dated as of the Effective Date, by and among the Borrower, FP Credit Partners, L.P., FP Credit Partners Phoenix, L.P., FP Credit Partners II, L.P. and FP Credit Partners Phoenix II, L.P.

“FP Stock Purchase” means consummation of the Closing and the execution and delivery of the Transaction Documents (each defined term used in this definition, as defined in the FP Share Purchase Agreement).

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States of America, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States of America, the State of Israel, the United Kingdom, or any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as an account party in respect of any letter of credit, bankers’ acceptance or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include (i) endorsements for collection or deposit in the ordinary course of business, (ii) performance guarantees in the ordinary course of business or (iii) any liability of the Borrower or its Subsidiaries as a general partner of a partnership (other than a wholly-owned Subsidiary of the Borrower) in respect of the Indebtedness of such partnership.

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“Guaranteed Parties” means, collectively, the Lenders, the Administrative Agent, any other holder from time to time of any Guaranteed Obligations and, in each case, their respective successors and permitted assigns.

“Guaranteed Obligations” has the meaning set forth in the Guaranty Agreement.

“Guaranty” means the Guarantee of the Guaranteed Obligations pursuant to the Guaranty Agreement.

“Guaranty Agreement” means the Guaranty Agreement among the Subsidiary Guarantors and the Administrative Agent in the form of Exhibit H.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), and any other agreements or arrangements designed to manage interest rates or interest rate risk and other agreements or arrangements designed to protect against fluctuations in currency exchange rates, whether or not any such agreement, arrangement or transaction is governed by or subject to any master agreement (regardless of whether such agreement or instrument is classified as a “derivative” pursuant to FASB ASC Topic No. 815 and required to be marked-to-market).

“Holding Subsidiary” means, with respect to any specified Person, any other Person of which each direct or indirect Subsidiary of such specified Person that owns any asset or conducts any business or operations (other than the ownership of securities of one or more affiliated Persons) is a direct or indirect wholly owned Subsidiary.

“IFRS” shall mean international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

“IIA Approval” means an approval from the Israeli Innovation Authority for the pledge of the IIA-Funded Know-How in favor of the Administrative Agent as security for the Obligations granted in connection with the transactions contemplated by the Loan Documents.

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“IIA-Funded Know-How” means the intellectual property forming part of the Collateral that was developed with the support of the Israeli Innovation Authority, including any rights derived therefrom.

“IIA Provision” has the meaning set forth in Section 5.03(c).

“IIA Rights” means all the rights, powers and privileges of the Research Committee by virtue of the Research Law and/or any instrument of approval granted by the Israeli Innovation Authority, pursuant to the Israeli Innovation Authority’s powers under the Research Law.

“IIA Undertaking” means an undertaking granted by the Administrative Agent in favour of the Israeli Innovation Authority in the form required by the Israeli Innovation Authority in connection with the IIA Approval.

“Immaterial Subsidiary” means any Subsidiary that (a) did not, as of the last day of the fiscal quarter of the Borrower most recently ended for which financials have been delivered, have gross assets with a value in excess of 5.0% of the consolidated total assets of the Borrower and its Subsidiaries, or revenues representing in excess of 5.0% of the consolidated total revenues of the Borrower and its Subsidiaries, for the four fiscal quarters ended as of such date and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal quarter of the Borrower most recently ended for which financials have been delivered, did not have gross assets with a value in excess of 10.0% of consolidated total assets of the Borrower and its Subsidiaries, or revenues representing in excess of 10.0% of consolidated total revenues of the Borrower and its Subsidiaries for the four fiscal quarters ended as of such date; provided that (x) such Subsidiary is not obligated on any Indebtedness for borrowed money and (y) the Capital Stock in such Subsidiary is pledged as Collateral. Each Immaterial Subsidiary shall be set forth in Schedule 3.15, and the Borrower shall promptly update such Schedule from time to time after the Effective Date as necessary to reflect all Immaterial Subsidiaries at such time. As of the Effective Date, each of SatixFy U.S. LLC and SatixFy Bulgaria Ltd are Immaterial Subsidiaries.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) for purposes of Section 6.01 only, all obligations of such Person in respect of Hedging Agreements, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable or accounts payable no later than 90 days past due, in each case incurred in the ordinary course of business, milestone payments incurred in connection with any investment or series of related investments, any earn-out obligation except to the extent such obligation is a liability on the balance sheet of such Person in accordance with IFRS at the time initially incurred and deferred or equity compensation arrangements payable to directors, officers or employees), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (such Indebtedness shall be limited to the lesser of (x) the amount of such Indebtedness and (y) the fair market value of the property securing such Indebtedness), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all monetary obligations under any receivables factoring, receivables sales or similar transactions and all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing or similar financing, and (l) all Disqualified Stock. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, a Permitted Bond Hedge Transaction shall not constitute Indebtedness.

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“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Interest Payment Date” means (a) the last Business Day of March, June, September and December in each year, commencing with March 31, 2022 and (b) the date that the Qualifying SPAC Transaction has been consummated.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the acquisition by such Person of any stock, bonds, notes, debentures, partnership or other ownership interests or other securities (including Capital Stock) of any other Person, (b) any advance, loan or extension of credit by such Person, to any other Person, or guaranty or other similar obligation of such Person with respect to any Indebtedness of such other Person (other than Indebtedness constituting trade payables in the ordinary course of business and excluding, in the case of the Borrower and its Subsidiaries, intercompany liabilities having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) incurred in the ordinary course of business in connection with the cash management operations of the Borrower and its Subsidiaries), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a division, business unit or line of business. For purposes of covenant compliance, the amount of any Investment shall be (i) (x) the amount actually invested plus (y) the cost of any addition thereto that otherwise constitutes an Investment, in each case as determined immediately prior to the time of each such Investment, without adjustment for subsequent increases or decreases in the value of such Investment minus (ii) the amount of dividends or distributions received in connection with such Investment and any return of capital and any payment of principal received in respect of such Investment that in each case is received in cash or Cash Equivalents.

“Israeli Companies Law” means the Israeli Companies Law, 5759-1999, and any regulations promulgated thereunder.

“Israeli Insolvency Law” means the Israeli Insolvency and Economic Rehabilitation Law, 5778-2018, and any regulations promulgated thereunder.

“Israeli Security Documents” means the Israeli Share Pledge, the Borrower Floating Charge, the Satixfy Israel Floating Charge, the Satixfy Israel IP Charge and any other Israeli law Security Document entered into from time to time.

“Israeli Share Pledge” means the Israeli law share pledge agreement, dated as of the Effective Date, among the Borrower and the Administrative Agent, creating an Israeli law share pledge over all of the issued and outstanding equity interests in Satixfy Israel.

“Israeli Loan Parties” means any Loan Party incorporated under the laws of Israel.

“ITA” means the Israeli Tax Authority.

“Joinder Agreement” means a Joinder Agreement substantially in the form of Exhibit E executed and delivered by a Subsidiary that, pursuant to Section 5.11(a), is required to become a “Guarantor” under the Guaranty Agreement and a “Secured Party” under the Security Agreement in favor of the Administrative Agent.

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“Junior Indebtedness” means any Indebtedness of the Borrower or its Subsidiaries in an aggregate principal amount exceeding $250,000 that is unsecured or junior or subordinated in right of payment or security to the Obligations.

“ Latest Maturity Date” means, at any date of determination, the latest maturity date applicable to any then -outstanding Term Loan, as extended in accordance with this Agreement from time to time, and including for the avoidance of doubt the Term Loan Maturity Date.

“Legal Reservations” means (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors; (b) the existence of timing limitations with respect to the bringing of claims under the applicable limitation laws, the possibility that an undertaking to assume liability for, or to indemnify a Person against, non-payment of stamp duty may be void, and defenses of set-off or counterclaim; (c) the principle that in certain jurisdictions and under certain circumstances a Lien granted by way of fixed charge may be re-characterized as a floating charge or that security purported to be constituted as an assignment may be re-characterized as a charge; (d) the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void; (e) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant, (f) the principle that the creation or purported creation of collateral over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach entitling the contracting party to terminate or take any other action in relation to such contract or agreement (g) provisions of a contract being invalid or unenforceable for reasons of oppression or undue influence; (h) similar principles, rights and defenses under the laws of any relevant jurisdiction, and (i) any other matters which are set out as qualifications or reservations (however described) in any legal opinion delivered pursuant to the Loan Documents.

“Lenders” means the Persons listed on Schedule 1.01(a) and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset (or any capital lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Limited Condition Transaction” means (i) any Acquisition or other Investment permitted under Section 6.06 by the Borrower or one or more of its Subsidiaries the consummation of which is not conditioned on the availability of, or on obtaining, third party financing and (ii) any redemption or repayment of Indebtedness requiring irrevocable notice in advance of such redemption or repayment.

“LLC Division” means the division of a limited liability company into two or more limited liability companies, with the dividing company continuing or terminating its existence as a result, whether pursuant to the laws of any applicable jurisdiction or otherwise.

“ Loan Documents” means, collectively, this Agreement, the Agent Fee Letter, the promissory notes (if any) executed and delivered pursuant to Section 2.11(e), the Security Documents, the Guaranty Agreement, and any amendment, waiver, supplement or other modification to any of the foregoing and any other document or instrument designated by the Borrower and the Administrative Agent as a “Loan Document”. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto. For the avoidance of doubt, “Loan Documents” shall not include the FP Share Purchase Agreement or any warrant, equity or similar instrument.

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“Loan Parties” means the Borrower and the Subsidiary Guarantors.

“Make-Whole Amount” means an amount equal to the excess, if any, of (a) the present value as of the date of such prepayment of (i) the principal amount of Term Loans to be repaid plus (ii) 4.00% of the principal amount of Term Loans so prepaid plus (iii) all required interest payments due on the principal amount so prepaid through the first anniversary of the Effective Date (excluding accrued and unpaid interest to such date), computed using a discount rate equal to the applicable Treasury Rate as of such date of prepayment plus 50 basis points over (b) the principal amount of Term Loans to be repaid.

“Margin Stock” means “margin stock” within the meaning of Regulations T, U and X of the Board.

“Material Adverse Effect” means any event, development or circumstance that has had a material adverse effect on (a) the business, assets, property or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole or (b) the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder.

“Material Debt Instrument” means any physical instrument evidencing any Indebtedness for borrowed money which is required to be pledged and delivered to the Administrative Agent (or its bailee) pursuant to any Security Document.

“Material Indebtedness” means any Indebtedness (other than the Term Loans), or obligations in respect of any Hedging Agreement, of any one or more of the Borrower and its Subsidiaries in an aggregate outstanding principal amount exceeding $3,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any Subsidiary would be required to pay if such Hedging Agreement were terminated at such time.

“Material Real Property” has the meaning set forth in Section 5.11(b).

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means each mortgage, deed of trust, security deed or like instrument granting a Lien on any Mortgaged Property given by any of the Loan Parties, as grantor, to the Administrative Agent, each such Mortgage to be in form and substance reasonably satisfactory to the Administrative Agent.

“Mortgaged Properties” shall mean any real property which may from time to time be the subject of a Mortgage pursuant to Section 5.11.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate thereof is obligated or was, within the past six years, obligated to make contributions.

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“Net Cash Proceeds” means (a) in connection with any Asset Sale or any Recovery Event, the excess of (i) the proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), (provided that no such proceeds from any Asset Sale or Recovery Event shall be included in the calculation of Net Cash Proceeds unless the gross proceeds (with respect to Asset Sales, valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds) to the Borrower and its Subsidiaries from all Asset Sales and Recovery Events shall exceed $2,000,000 in the aggregate on a cumulative basis since the Effective Date), net of (ii) (1) attorneys’ fees, accountants’ fees, investment banking fees, amounts required to be applied to the repayment of Indebtedness (including principal, premium or penalty, if any, and interest, breakage costs or other amounts) secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Security Document) and other customary fees and expenses actually incurred in connection therewith, (2) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements) and (3) the amount of any reserves established by the Borrower and the Subsidiary Guarantors in accordance with IFRS to fund purchase price adjustment, indemnification and similar contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to the occurrence of such event (as determined reasonably and in good faith by a Responsible Officer) and (b) in connection with any incurrence of Indebtedness, the proceeds received from such incurrence in the form of cash and Cash Equivalents, net of attorneys’ fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

“NYFRB” means the Federal Reserve Bank of New York.

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Obligations” means, collectively, all of the Indebtedness, liabilities and obligations (including the Applicable Prepayment Premium and any interest added to the principal of the Term Loans pursuant to the terms of this Agreement) of any Loan Party to the Administrative Agent and/or the Lenders arising under the Loan Documents, in each case whether fixed, contingent (including without limitation those Obligations incurred as a Guarantor pursuant to Article II), now existing or hereafter arising, created, assumed, incurred or acquired, and whether before or after the occurrence of any Event of Default under clause (h) or (i) of Article VII and including any obligation or liability in respect of any breach of any representation or warranty and all post-petition interest and funding losses, whether or not allowed as a claim in any proceeding arising in connection with such an event. The term “Obligations” shall include the Borrower Obligations and Guaranteed Obligations, but shall in no event include any obligations under any warrant, equity or similar instrument.

“Other Connection Taxes” means, with respect to any recipient, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipients having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transactions pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

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“Other Taxes” means any and all present or future stamp, court, documentary, recording, filing Taxes or any other excise or property Taxes, charges or similar levies arising from any payment made under this Agreement or any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to any assignment (other than an assignment made pursuant to Section 2.20(b)).

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight eurodollar borrowings by U.S. -managed banking offices of depository institutions, as such composite rate shall be determined by the NYFRB as set forth on its public website from time to time, and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate.

“Participant” has the meaning set forth in Section 9.04(c)(i).

“Participant Register” has the meaning set forth in Section 9.04(c)(i).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in Section 4002 of ERISA and any successor entity performing similar functions.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, registrations in the relevant registers, acknowledgement, notarization, stampings and/or notifications of or under the Security Documents and/or the security interests created thereunder and any other actions or steps, necessary in any jurisdiction or under any laws or regulations in order to create or perfect any security interests or the Security Documents or to achieve the relevant priority expressed therein.

“Permitted Acquisition” has the meaning set forth in Section 6.06(f).

“Permitted Bond Hedge Transaction” means any call or capped call option (or substantively equivalent derivative transaction) on the Borrower’s Capital Stock purchased by the Borrower in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Borrower from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Borrower from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

“Permitted Holders” means, collectively, (a) any stockholder of the Borrower as of the Effective Date listed on Schedule 1.01(b), (b) any Affiliate of any such Person, (c) any trust or partnership created solely for the benefit of any natural person that is a stockholder of the Borrower as of the Effective Date listed on Schedule 1.01(b) and/or members of the family of any natural person that is a stockholder of the Borrower as of the Effective Date listed on Schedule 1.01(b) and (d) any Person where the voting of shares of capital stock of the Borrower is Controlled by any of the foregoing.

“Permitted Liens” means:

(a)      Liens imposed by law for taxes, utilities, assessments or governmental charges or levies that are not yet due and payable or delinquent or are being contested in compliance with Section 5.04;

(b)     statutory or common law Liens of carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, in each case arising in the ordinary course of business and securing obligations that are not overdue by more than 45 days or are being contested in compliance with Section 5.04;

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(c)   pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, employee health and disability benefits laws, and other social security laws or regulations or casualty or liability or other insurance or self-insurance including any Liens securing letters of credit, letters of guarantee, surety bonds or bankers’ acceptances issued in the ordinary course of business in connection therewith;

(d)  pledges and deposits to secure the performance of bids, trade contracts, leases, statutory obligations (other than any such obligation imposed pursuant to Section 430(k) of the Code or 303(k) of ERISA), surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)   judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII;

(f)   easements, zoning restrictions, rights of way and other similar encumbrances and charges on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

(g)   leases, subleases, licenses and sub-licenses of the properties of the Borrower or any Subsidiary granted to third parties entered into in the ordinary course of business;

(h) the IIA Rights solely in respect of IIA-Funded Know-How;

(i)    Liens on the property of the Borrower or any Subsidiaries, as a tenant under a lease or sublease entered into in the ordinary course of business by such Person, in favor of the landlord under such lease or sublease, securing the tenant’s performance under such lease or sublease, as such Liens are provided to the landlord under applicable law and not waived by the landlord;

(j)    with respect to any Mortgaged Property, the matters listed as exceptions to title on Schedule B of the Title Policy covering such Mortgaged Property and the matters disclosed in any survey delivered to the Administrative Agent with respect to such Mortgaged Property; and

(k)   (i) Liens in favor of customs and revenue authorities arising as a matter of law to secure the payment of customs duties in connection with the importation of goods in the ordinary course of business and (ii) Liens on specific items of inventory or other goods and proceeds thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit permitted under Section 6.01 issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in the ordinary course of business.

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“Permitted Refinancing Indebtedness” mean any Indebtedness issued in exchange for, or the net proceeds of which are used to, extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced plus the aggregate amount of (i) fees, costs and expenses reasonably incurred in connection with such Refinancing and (ii) accrued and unpaid interest of such Permitted Refinancing Indebtedness, (b) such Permitted Refinancing Indebtedness shall have the same obligors and same guarantees as, and be secured on a pari passu basis with, the Indebtedness so Refinanced (provided that the Permitted Refinancing Indebtedness may be subject to lesser guarantees or be unsecured or the Liens securing the Permitted Refinancing Indebtedness may rank junior to the Liens securing the Indebtedness so Refinanced), (c) the maturity date is later than or equal to, and the weighted average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to, that of the Indebtedness being Refinanced, and (d) if the Indebtedness so Refinanced is subordinated in right of payment to the Obligations, then such Permitted Refinancing Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which it is outstanding, is made subordinate in right of payment to the Obligations at least to the extent that the Indebtedness so Refinanced is subordinated to the Obligations.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s Capital Stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from time to time.

“Prepayment Premium Event” has the meaning set forth in Section 2.13(b).

“Pro Forma Basis” or “Pro Forma Effect” means, with respect to any determination of the Total Leverage Ratio or Consolidated Adjusted EBITDA (including component definitions thereof), that:

(a)            in the case of (i) any Disposition of all or substantially all of the Capital Stock of any Subsidiary or any division and/or product line of the Borrower or any Subsidiary, income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction, shall be excluded as of the first day of the applicable Reference Period with respect to any test or covenant for which the relevant determination is being made and (ii) in the case of any Permitted Acquisition and Investment described in the definition of the term “Subject Transaction”, income statement items (whether positive or negative) attributable to the property or Person subject to such Subject Transaction shall be included as of the first day of the applicable Reference Period with respect to any test or covenant for which the relevant determination is being made,

(b)            any retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes) shall be deemed to have occurred as of the first day of the applicable Reference Period with respect to any test or covenant for which the relevant determination is being made,

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(c)            any Indebtedness incurred by the Borrower or any of its Subsidiaries in connection therewith shall be deemed to have occurred as of the first day of the applicable Reference Period with respect to any test or covenant for which the relevant determination is being made; provided that, (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable Reference Period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligation with respect to any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such obligation in accordance with IFRS and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by the Borrower; and

(d)              the acquisition of any asset and/or the amount of cash or Cash Equivalents, whether pursuant to any Subject Transaction or any Person becoming a subsidiary or merging, amalgamating or consolidating with or into the Borrower or any of its subsidiaries, or the Disposition of any asset described in the definition of “Subject Transaction” shall be deemed to have occurred as of the last day of the applicable Reference Period with respect to any test or covenant for which such calculation is being made.

Notwithstanding anything to the contrary set forth in the immediately preceding paragraph, for the avoidance of doubt, when calculating the Consolidated Adjusted EBITDA for purposes of Section 6.11, the events described in the immediately preceding paragraph that occurred subsequent to the end of the applicable Reference Period shall not be given pro forma effect.

“Qualified Cash” means, as of any date of determination, the amount of cash and Cash Equivalents held in (i) deposit accounts in the name of an Israeli Loan Party who has granted a floating charge in favor of the Administrative Agent pursuant to the Israeli Security Documents, (ii) deposit accounts in the name of an English Loan Party who has granted a security interest in such deposit account(s) in favor of the Administrative Agent pursuant to any English Law Security Document, and (iii) deposit accounts subject to a control agreement in favor of the Administrative Agent and entered into in accordance with the Security Documents; provided that with respect to cash and Cash Equivalents which are subject to the Israeli Security Documents, only 75% of the cash and Cash Equivalents in such deposit accounts shall be counted as Qualified Cash.

“Qualifying SPAC” means Endurance Acquisition Corp., a Cayman Islands exempted company.

“Qualifying SPAC Transaction” means any merger, consolidation, reorganization, recapitalization, capital stock exchange, stock sale, asset sale or other similar transaction or business combination (or series of related transactions or related business combinations), in each such case, involving the Borrower or any of its Holding Subsidiaries, on the one hand, and the Qualifying SPAC, on the other hand, which results in (a) the acquisition of all or substantially all of the Capital Stock or assets of the Borrower or any of its Holding Subsidiaries by the Qualifying SPAC, whether directly or indirectly through one or more direct or indirect Subsidiaries of the Qualifying SPAC, or the acquisition of all of the Capital Stock of the Qualifying SPAC by Borrower or any of its Holding Subsidiaries or any other Person of which Borrower is a Holding Subsidiary, whether directly or indirectly through one or more direct or indirect Subsidiaries of Borrower or such Holding Subsidiary or such other Person, and (b) the common stock, ordinary shares or equivalent Capital Stock of the Person acquiring such Capital Stock or assets, as applicable, becoming or remaining registered under Section 12(b) of the Securities Act and listed on a national securities exchange.

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“Qualifying SPAC Transaction Agreement” means any definitive agreement and plan of merger, business combination agreement or other agreement providing for a Qualifying SPAC Transaction and the other agreements, instruments and other documents executed and delivered in connection therewith or in connection with a Qualifying SPAC Transaction.

“Recovery Event” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or its Subsidiaries.

“Reference Period” means any period of four consecutive fiscal quarters of the Borrower for which financial statements have been or are required to have been delivered.

“Refinance” has the meaning set forth in the definition of Permitted Refinancing Indebtedness.

“Register” has the meaning set forth in Section 9.04(b)(iv).

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation T” means Regulation T of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation U” means Regulation U of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Regulation X” means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

“Reinvestment Deferred Amount” means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Term Loans as a result of the delivery of a Reinvestment Notice.

“Reinvestment Event” means any Asset Sale or Recovery Event in respect of which the Borrower has delivered a Reinvestment Notice.

“Reinvestment Notice” means a written notice executed by a Responsible Officer of the Borrower stating that (x) no Event of Default has occurred and is continuing and (y) the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets (other than inventory) useful in its business (including through Permitted Acquisitions and the making of Capital Expenditures).

“Reinvestment Prepayment Amount” means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any amount expended prior to the relevant Reinvestment Prepayment Date to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets (other than inventory) useful in the Borrower’s business (including through Permitted Acquisitions and the making of Capital Expenditures).

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“Reinvestment Prepayment Date” means with respect to any Reinvestment Event, the earlier of (a) the date occurring (i) 15 months after the receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds relating to such Reinvestment Event or (ii) if the Borrower or any Subsidiary enters into a binding commitment to reinvest the Net Cash Proceeds relating to such Reinvestment Event within 15 months following receipt thereof, 180 days after the date of such binding commitment, and (b) the date that is three (3) Business Days after the date on which the Borrower shall have provided notice to the Administrative Agent that it has determined not to, or shall have otherwise ceased to, restore, rebuild, repair, construct, improve, replace or otherwise acquire assets (other than inventory) useful in its business (including through Permitted Acquisitions and the making of Capital Expenditures) with all or any portion of the relevant Reinvestment Deferred Amount.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Required Lenders” means, at any time, Lenders having outstanding Term Loans representing more than 50% of the sum of the total outstanding Term Loans at such time.

“Requirement of Law” means, as to any Person, the certificate of incorporation and bylaws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Research Law” means the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984 and the regulations, rules, circulars and guidelines promulgated or published thereunder.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer, director of treasury or other similar officer of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of any Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party, and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Capital Stock of the Borrower or any of its Subsidiaries (including any payment or distribution pursuant to or in connection with an LLC Division), or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Capital Stock or of any option, warrant or other right to acquire any such Capital Stock (other than any Convertible Indebtedness) or on account of any return of capital to the Borrower’s or such Subsidiary’s stockholders, partners or members (or the equivalent of any thereof).

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor thereto.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

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“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the Israeli Ministry of Finance and Israeli Ministry of Defense, the United Nations Security Council, the European Union, any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person organized or resident in a Sanctioned Country, (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject of any Sanctions.

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, the Israeli Ministry of Finance and Israeli Ministry of Defense, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Satixfy Israel” means Satixfy Israel Ltd, an Israeli limited liability company with registration number 51-479399-1.

“Satixfy Israel Floating Charge” means the Israeli law floating charge agreement, dated as of the Effective Date, among Satixfy Israel and the Administrative Agent, creating an Israeli law floating charge over all of the assets of Satixfy Israel.

“Satixfy Israel IP Charge” means the Israeli law fixed charge, dated as of the Effective Date, among Satixfy Israel and the Administrative Agent, creating a fixed charge over those certain intellectual property rights held by Satixfy Israel.

“SEC” means the Securities and Exchange Commission, or any regulatory body that succeeds to the functions thereof.

“Secured Obligations” has the meaning set forth in the Security Agreement.

“Secured Parties” has the meaning set forth in the Security Agreement.

“Security Agreement” means the Security Agreement among the Loan Parties and the Administrative Agent in the form of Exhibit I.

“Security Documents” means, collectively, the Security Agreement, the English Law Security Documents, the Israeli Security Documents, the Mortgages and each of the security agreements and other instruments and documents executed and delivered pursuant thereto, each Joinder Agreement, any security or similar agreement entered into pursuant to Section 5.11 in favor of the Administrative Agent, and all Uniform Commercial Code financing statements required by the terms of any such agreement to be filed with respect to the security interests created pursuant thereto.

“Solvent” mean, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, (b) the “present fair saleable value” of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, (d) such Person will be able to pay its debts as they mature and (e) such Person is not insolvent within the meaning of any applicable Requirements of Law. For purposes of this definition, (i) “debt” shall mean liability on a “claim,” (ii) “claim” shall mean any (A) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (B) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured and (iii) such other quoted terms used in this definition shall be determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors.

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“Subject Transaction” means, with respect to any Reference Period, (a) the Transactions, (b) any Permitted Acquisition or any other acquisition, whether by purchase, merger or otherwise, of all or substantially all of the assets of, or any business line, unit or division of, any Person or of a majority of the outstanding Capital Stock of any Person (and, in any event, including any Investment in (x) any Subsidiary the effect of which is to increase the Borrower’s or any Subsidiary’s respective equity ownership in such Subsidiary or (y) any joint venture for the purpose of increasing the Borrower’s or its relevant Subsidiary’s ownership interest in such joint venture), in each case that is permitted by this Agreement, (c) any Disposition of all or substantially all of the assets or Capital Stock of any subsidiary (or any business unit, line of business or division of the Borrower or any Subsidiary) not prohibited by this Agreement, (d) any incurrence or repayment of Indebtedness (other than revolving Indebtedness), (e) any capital contribution in respect of Capital Stock (other than Disqualified Stock) or any issuance of such Capital Stock and/or (f) any other event that by the terms of the Loan Documents requires pro forma compliance with a test or covenant hereunder or requires such test or covenant to be calculated on a pro forma basis.

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with IFRS as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise specified, “Subsidiary” means a Subsidiary of the Borrower.

“Subsidiary Guarantor” means (a) each Subsidiary of the Borrower that is party to the Guaranty Agreement and (b) each other Subsidiary of the Borrower that shall become a Subsidiary Guarantor pursuant to Section 5.11.

“Survey” has the meaning set forth in Section 5.11(b)(viii).

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Taxes” means any and all present or future income, stamp or other taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding), assessments, fees or other charges now or hereafter imposed, levied, collected or assessed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

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“Term Commitment” as to any Lender, the obligation of such Lender, if any, to make Term Loans to the Borrower in a principal amount not to exceed the amount set forth under the heading “Term Commitment” opposite such Lender’s name on Schedule 1.01(a). On the Effective Date, the aggregate amount of the Term Commitments is $55,000,000.

“Term Lender” means each Lender that has a Term Commitment or holds a Term Loan.

“Term Loan” has the meaning set forth in Section 2.01.

“Term Loan Maturity Date” means the fourth anniversary of the Effective Date; provided that (a) if the Qualifying SPAC Transaction has not been consummated on or prior to the first anniversary of the Effective Date, then the “Term Loan Maturity Date” shall automatically become August 1, 2024 and (b)(i) if the condition in the foregoing clause (a) has occurred and (ii) by April 30, 2024, the Borrower shall have delivered to the Administrative Agent and the Lenders a certificate of a Responsible Officer of the Borrower certifying that Consolidated Adjusted EBITDA for the Loan Parties for the fiscal year ending December 31, 2023 is greater than $15,000,000 (which certificate shall have attached thereto reasonably detailed back up data and calculations demonstrating such compliance and acceptable to the Required Lenders in their reasonable discretion), then the “Term Loan Maturity Date” shall automatically become August 1, 2025.

“Title Company” has the meaning set forth in Section 5.11(b)(iii).

“Title Policy” has the meaning set forth in Section 5.11(b)(iii).

“Total Leverage Ratio” means, at any date, the ratio of (a) all Indebtedness of the Borrower and its Subsidiaries on such date (excluding Indebtedness pursuant to clause (f) of the definition thereof and any operating leases of the Borrower and its Subsidiaries on such date, and it being understood that the Guarantees of any Indebtedness shall be excluded to the extent such Indebtedness constitutes Indebtedness pursuant to clauses (a) through (f) or (i) through (l) of the definition thereof), determined on a consolidated basis in accordance with IFRS, to (b) Consolidated Adjusted EBITDA for the Reference Period ended on, or most recently ended prior to, such date.

“Transaction Costs” means all fees, costs and expenses incurred or paid by the Borrower or any Subsidiary in connection with the Transactions, this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby.

“Transactions” means the execution, delivery and performance by each Loan Party of this Agreement and the other Loan Documents to which such Loan Party is a party, the borrowing of Loans hereunder and the use of proceeds thereof.

“Treasury Rate” means, as of the date of any prepayment of Term Loans, the yield to maturity as of such date of prepayment of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two (2) Business Days prior to such day of prepayment (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such date of prepayment to the date that is 12 months following the Effective Date.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Upfront Fee” has the meaning set forth in Section 2.13(a).

“USA PATRIOT Act” has the meaning set forth in Section 9.13.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write- down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

SECTION 1.02       Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

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SECTION 1.03        Accounting Terms; IFRS.

(a)       Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with IFRS, as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in IFRS or in the application thereof, then such provision shall be interpreted on the basis of IFRS as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein. Notwithstanding any other provision of this Agreement or the other Loan Documents to the contrary, the determination of whether a lease constitutes a capital lease or an operating lease, and whether obligations arising under a lease are required to be capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense, shall be determined by reference to IFRS as in effect on January 1, 2019.

(b)       Notwithstanding anything to the contrary herein, but subject to Section 1.05, all financial ratios and tests (including the Total Leverage Ratio and Consolidated Adjusted EBITDA) contained in this Agreement that are calculated with respect to any Reference Period during which any Subject Transaction occurs shall be calculated with respect to such Reference Period and such Subject Transaction on a Pro Forma Basis. Further, if since the beginning of any such Reference Period and on or prior to the date of any required calculation of any financial ratio or test (x) any Subject Transaction has occurred or (y) any Person that subsequently was merged, amalgamated or consolidated with or into the Borrower or any joint venture since the beginning of such Reference Period has consummated any Subject Transaction, then, in each case, any applicable financial ratio or test shall be calculated on a Pro Forma Basis for such Reference Period as if such Subject Transaction had occurred at the beginning of the applicable Reference Period (it being understood, for the avoidance of doubt, that solely for purposes of calculating actual compliance with Section 6.11, the date of the required calculation shall be the last day of the Reference Period, and no Subject Transaction occurring thereafter shall be taken into account).

(c)       In the event that the Borrower elects to prepare its financial statements in accordance with GAAP and such election results in a change in the method of calculation of financial covenants, standards or terms (collectively, the “Accounting Changes”) in this Agreement, the Borrower, the Required Lenders and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement (including the levels applicable herein to any computation of the Total Leverage Ratio) so as to reflect equitably the Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be substantially the same after such change as if such change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed in accordance with IFRS (it being agreed that the reconciliation between GAAP and IFRS used in such determination shall be made available to Lenders) as if such change had not occurred.

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SECTION 1.04        Certain Calculations and Tests.

(a)       Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require (i) compliance with any financial ratio or test (including, without limitation, Section 6.11 hereof, any Total Leverage Ratio test and/or any cap expressed as a percentage and/or based on the amount of Consolidated Adjusted EBITDA or any other basket, (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties as a condition to (A) the consummation of any Limited Condition Transaction or any transaction in connection therewith (including the assumption or incurrence of Indebtedness) and/or (B) the making of any Restricted Payment or any Restricted Debt Payment, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower, (1) in the case of any Acquisition or similar Investment or other transaction described in the immediately preceding clause (A), at the time of (or on the basis of the financial statements for the most recently ended Reference Period at the time of) either (x) the execution of the definitive agreement with respect to such Acquisition or other Investment or (y) the consummation of such Acquisition or other Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements for the most recently ended Reference Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Reference Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment, in each case, after giving effect to the relevant Acquisition, Investment, Restricted Payment and/or Restricted Debt Payment and, in each case, the incurrence or assumption of any Indebtedness in connection therewith, on a Pro Forma Basis; provided that if the Borrower has made such an election, then, in connection with the determination of (i) compliance with any financial ratio or test (including, without limitation, Section 6.11 hereof and/or any Total Leverage Ratio) and/or any cap expressed as a percentage or based on the amount of Consolidated Adjusted EBITDA and/or any other basket or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) or the accuracy of representations and warranties, in each case as a condition to the consummation of any transaction in connection with (A) any Limited Condition Transaction (including the assumption or incurrence of Indebtedness) and/or (B) the making of any Restricted Payment or Restricted Debt Payment in each of the foregoing cases on or following the date of such election and prior to (x) in the case of clause (A) of this proviso, the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated and (y) in the case of clause (B) of this proviso, the making of the applicable Restricted Payment or Restricted Debt Payment, each such determination shall be calculated on a Pro Forma Basis assuming such Limited Condition Transaction, Restricted Payment or Restricted Debt Payment and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated.

(b)       For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, Section 6.11 hereof, any Total Leverage Ratio test and/or the amount of Consolidated Adjusted EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to clause (a) above), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after such calculation.

ARTICLE II

THE CREDITS

SECTION 2.01        Term Commitments. Subject to the terms and conditions hereof, each Term Lender with an Term Commitment severally and not jointly agrees to make a term loan on the Effective Date (each such loan, an “Term Loan” and, collectively, the “Term Loans”) to the Borrower in Dollars on the Effective Date in an amount equal to the Term Commitment of such Term Lender. Each Lender’s Term Commitment shall terminate immediately and without further action on the Effective Date after giving effect to the funding of such Lender’s Term Commitment on such date.

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SECTION 2.02        Procedure for Term Loan Borrowing. The Borrower shall give the Administrative Agent notice (which notice must be received by the Administrative Agent prior to 10:00 am, New York City time (or such later time acceptable to the Administrative Agent)), two (2) Business Days prior to the Effective Date, requesting that the Term Lenders make the Term Loans on the Effective Date, and specifying the amount to be borrowed. Upon receipt of such notice the Administrative Agent shall promptly notify each Term Lender thereof. Not later than 12:00 noon, New York City time, on the Effective Date, each Term Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to the Term Loan to be made by such Term Lender. The Administrative Agent shall credit the account of the Borrower on the books of such office of the Administrative Agent with the aggregate of the amounts made available to the Administrative Agent by the Term Lenders in immediately available funds.

SECTION 2.03        [Reserved].

SECTION 2.04        [Reserved].

SECTION 2.05        Term Loans and Borrowings. The failure of any Lender to make any Term Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Term Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Term Loans as required.

SECTION 2.06        [Reserved].

SECTION 2.07        [Reserved].

SECTION 2.08        Funding of Borrowings.

(a)       Funding by Lenders. Each Lender shall make the Term Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 12:00 pm (noon), New York City time, to the account of the Administrative Agent designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Term Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower designated by the Borrower in the Borrowing Request.

(b)       Presumption by the Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.08(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Term Loan included in such Borrowing.

SECTION 2.09        [Reserved].

SECTION 2.10        [Reserved].

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SECTION 2.11        Register; Evidence of Debt; Disqualified Lender List.

(a) [Reserved].

(b)       Maintenance of Records by Lenders. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Term Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)       Maintenance of Records by the Administrative Agent. The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Term Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for account of the Lenders and each Lender’s share thereof.

(d)       Effect of Entries. The entries made in the accounts maintained pursuant to paragraph (c) of this Section 2.11 shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Term Loans made to it in accordance with the terms of this Agreement.

(e)       Promissory Notes. Any Lender may request that Term Loans made by it to the Borrower be evidenced by a promissory note of the Borrower. In such event, the Borrower, at its own expense, shall prepare, execute and deliver to such Lender a promissory note(s) payable to such Lender or its registered assigns and substantially in the form of Exhibit D and such note(s) shall be evidence of such Term Loans (and all amounts payable in respect thereof). Thereafter, the Term Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to such Lender or its registered assigns.

(f)        Disqualified Lenders List. The Disqualified Lenders List will be (i) posted to the Lenders on both the “Public Side Information” and the “Private Side Information” portions of the Electronic Platform or otherwise provided to the Lenders, subject to the confidentiality provisions thereof in accordance with Section 9.12 hereof, and (ii) made available to the Lenders upon written request to the Administrative Agent. The Borrower hereby acknowledges and consents to the posting and/or distribution of the Disqualified Lenders List pursuant to the terms set forth in this Agreement. The parties to this Agreement hereby acknowledge and agree that the Administrative Agent will not be deemed to be in default under this Agreement or to have any duty or responsibility or to incur any liabilities as a result of a breach of this Section 2.11(f), nor will the Administrative Agent have any duty, responsibility or liability to monitor or enforce assignments, participations or other actions in respect of Disqualified Lenders, or otherwise take (or omit to take) any action with respect thereto.

SECTION 2.12        Prepayment of Term Loans.

(a)       Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty, other than the Applicable Prepayment Premium, subject to the requirements of Section 2.12(d).

(b) [Reserved].

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(c) Mandatory Prepayments of Term Loans.

(i)       If any Indebtedness shall be incurred by the Borrower or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 6.01), an amount equal to 100% of the Net Cash Proceeds thereof plus the Applicable Prepayment Premium shall be applied within five (5) Business Days of the receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.12(c)(iii).

(ii)       If the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof within five (5) Business Days of the receipt of such Net Cash Proceeds, an amount equal to 100% of such Net Cash Proceeds plus the Applicable Prepayment Premium shall be applied within ten Business Days following receipt thereof toward the prepayment of the Term Loans as set forth in Section 2.12(c)(iii); provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set forth in Section 2.12(c)(iii).

(iii)      Amounts to be applied in connection with prepayments shall be applied pro rata to the prepayment of the Term Loans in accordance with Section 2.19. Each prepayment of the Term Loans under this Section 2.12(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Notwithstanding anything to the contrary herein, the Required Lenders may waive any of the requirements specified in this Section 2.12(c) in their sole discretion

(d)       Notices, Etc. The Borrower shall notify the Administrative Agent of any prepayment hereunder not later than 12:00 noon, New York City time, three Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing as provided in Section 2.05, except as necessary to apply fully the required amount of a mandatory prepayment. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.14.

SECTION 2.13        Fees.

(a)       Upfront Fee. On the Effective Date, the Borrower agrees to pay to the Administrative Agent (for the ratable benefit of the Lenders) an upfront fee equal to 2.50% of the Term Commitments (the “Upfront Fee”), which shall be fully earned as of the Effective Date (it being understood that such Upfront Fee shall be paid by netting such amount from the funding of the Term Loans on the Effective Date). The Borrower hereby agrees that this Section 2.13(a) shall survive the termination of this Agreement.

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(b)       Applicable Prepayment Premium. In the event that the Borrower shall make a prepayment of the Term Loans pursuant to Section 2.12(a), Section 2.12(c)(i) or Section 2.12(c)(ii), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, the Applicable Prepayment Premium. As used herein, the “Applicable Prepayment Premium” means (A) prior to the first anniversary of the Effective Date, the Make-Whole Amount, (B) on or after the first anniversary of the Effective Date and prior to the second anniversary of the Effective Date, a prepayment premium of 4.00% of the aggregate principal amount of the Term Loans so prepaid, and (C) on or after the second anniversary of the Effective Date and prior to the Term Loan Maturity Date, a prepayment premium of 0.00% of the aggregate principal amount of the Term Loans so prepaid. The Applicable Prepayment Premium shall be due and payable on the date of such prepayment. It is understood and agreed that if the Obligations are accelerated or otherwise become due prior to their maturity date, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default under paragraph (h) or (i) of Article VII), any Applicable Prepayment Premium which would have applied if, at the time of such acceleration, the Borrower had made a prepayment of the Term Loans as contemplated in this clause (b) (any such event, a “Prepayment Premium Event”), will also be due and payable as though a Prepayment Premium Event had occurred and such Applicable Prepayment Premium shall constitute part of the Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Lender’s lost profits as a result thereof. Any Applicable Prepayment Premium payable above shall be presumed to be the liquidated damages sustained by each Lender as the result of the early termination and the Borrower agrees that it is reasonable under the circumstances currently existing. The Applicable Prepayment Premium shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. EACH LOAN PARTY EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING APPLICABLE PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Borrower expressly agrees (to the fullest extent that each may lawfully do so) that: (A) the Applicable Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the Applicable Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between the Lenders and the Borrower giving specific consideration in this transaction for such agreement to pay the Applicable Prepayment Premium; and (D) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this clause (b). The Borrower expressly acknowledges that its agreement to pay the Applicable Prepayment Premium to the Lenders as herein described is a material inducement to the Lenders to provide the Loans.

(c)       Administrative Agency Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent in the Agent Fee Letter.

(d)       Payment of Fees. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution. Fees paid shall not be refundable under any circumstances.

SECTION 2.14        Interest.

(a)       Term Loans. The Term Loans shall bear interest at a rate per annum equal 9.50%; provided that if the Qualifying SPAC Transaction has not been consummated on or prior to the first anniversary of the Effective Date, such interest rate shall automatically increase by 1.00% to 10.50% on March 31, 2024 and by 1.00% to 11.50% on March 31, 2025.

(b) [Reserved].

(c)       Default Interest. (i) Automatically, after the occurrence and during the continuance of an Event of Default described in clauses (a), (b), (h) or (i) of Article VII or and (ii) after notice to the Borrower from the Administrative Agent acting at the direction of the Required Lenders, after the occurrence and during the continuance of any other Event of Default, the Borrower shall pay interest on past due amounts owing by it hereunder at a rate per annum at all times, after as well as before judgment, equal to the rate otherwise applicable to Term Loans as provided in Section 2.14, plus 2.00% per annum, in each case, from the date of such Event of Default until such Event of Default is cured or waived. Interest accrued pursuant this Section 2.14(c) shall be payable in cash on demand.

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(d)      Payment of Interest. Interest on the Term Loans shall be due and payable in cash in arrears on each Interest Payment Date and at other times as may be specified herein; provided that, upon written notice to the Administrative Agent to be delivered at least five (5) Business Days prior to each Interest Payment Date, the Borrower may elect to have, with respect to the accrued and unpaid interest amount (i) due on or prior to the earlier to occur of (x) the first anniversary of the Effective Date and (y) the date the Qualifying SPAC Transaction has been consummated, up to 100% of such unpaid interest amount added to the outstanding principal balance of the Term Loans on each Interest Payment Date during such period, whereupon from and after such date, such unpaid interest amount shall also accrue interest at the applicable interest rate and otherwise be treated as part of the outstanding Term Loans, (ii) to the extent the Qualifying SPAC Transaction has not been consummated, due after the first anniversary of the Effective Date and on or prior to the second anniversary of the Effective Date, up to 75% of such unpaid interest amount added to the outstanding principal balance of the Term Loans on each Interest Payment Date during such period, whereupon from and after such date, such unpaid interest amount shall also accrue interest at the applicable interest rate and otherwise be treated as part of the outstanding Term Loans, and (iii) to the extent the Qualifying SPAC Transaction has not been consummated, due after the second anniversary of the Effective Date, up to 50% of such unpaid interest amount added to the principal balance of the Term Loans on each Interest Payment Date after the second anniversary of the Effective Date, whereupon from and after such date, such unpaid interest amount shall also accrue interest at the applicable interest rate and otherwise be treated as part of the outstanding Term Loans. For the avoidance of doubt, after the consummation of the Qualifying SPAC Transaction, all interest payments must be made in cash. In the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment. Interest hereunder shall be due and payable in accordance with the terms hereof before and after any Bankruptcy Event.

(e)       Computation. All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

SECTION 2.15        [Reserved].

SECTION 2.16        Increased Costs.

(a)       Increased Costs Generally. If any Change in Law shall:

(i)        subject any Lender to any Taxes (other than (A) Indemnified Taxes and (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii)       impose, modify or deem applicable any reserve, special deposit, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or

(iii)      impose on any Lender any other condition affecting this Agreement or Term Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Term Loan (or of maintaining its obligation to make any such Term Loan), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

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(b)       Capital Adequacy, Liquidity Requirements. If any Lender determines that any Change in Law regarding capital adequacy or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c)       Requests, Rules, Guidelines, etc . Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented.

(d)       Certificates from Lenders. A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

(e)       Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.16 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.16 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.17        [Reserved].

SECTION 2.18        Taxes.

(a)       Payments Free of Taxes. Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law as determined in good faith by any Loan Party or the Administrative Agent, as applicable (the “Applicable Withholding Agent”) requires the deduction or withholding of any Tax, then the Applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party to the Administrative Agent or Lender shall be increased as necessary so that after all such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.18) the Administrative Agent or Lender receives with respect to this Agreement an amount equal to the sum it would have received had no such deductions or withholding been made.

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(b)       Payment of Other Taxes by the Borrower. In addition, the Loan Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or, at the option of the Administrative Agent, timely reimburse the it for the payment of any Other Taxes. For the avoidance of doubt, and notwithstanding anything else to the contrary, all payments made pursuant to this Agreement to any Lender by or on behalf of a Loan Party shall be exclusive of any value added tax, to the extent applicable.

(c)       Indemnification by the Borrower. Each Loan Party shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes payable or paid by the Administrative Agent or such Lender on or with respect to any payment by or on account of any obligation of the Loan Parties hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.18) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)      Evidence of Payments. As soon as practicable after any payment of Taxes, imposed with respect to a payment under any Loan Document, by a Loan Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent documents evidencing such Tax withholding as required under applicable law.

(e)       Tax Forms.

(i)        Any Lender that is entitled to an exemption from or reduction of any applicable withholding Tax with respect to payments hereunder or under any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law or as reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding, it being understood that for Israeli Tax purposes, a Lender shall be deemed to have complied with the provisions of this Section 2.18(e)(i) if the Lender has provided an executed declaration regarding its non-Israeli tax residency to the Borrower. In addition, any Lender, if requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to US backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such forms (other than such forms set forth in Section 2.18(e)(ii)(A)–(D), Section 2.18(e)(iii) or Section 2.18(e)(iv) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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(ii)       Without limiting the generality of the foregoing, in the event that the Borrower is a United States person under Section 7701(a)(30) of the Code, any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement, and after the occurrence of a change in the Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(A)      duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8BEN-E claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,

(B)       duly completed copies of Internal Revenue Service Form W-8ECI,

(C)       in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the Form of Exhibit F-1 to the effect that (A) such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) such Foreign Lender is not a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (C) such Foreign Lender is not a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (D) no payments in connection with any Loan Document are effectively connected with the United States trade or business conducted by such Lender (a “U.S. Tax Compliance Certificate”) and (y) duly completed copies of Internal Revenue Service Form W-8BEN or Form W-8BEN-E,

(D)      to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or participating Lender granting a typical participation), an Internal Revenue Service Form W-8IMY, accompanied by a Form W-8ECI, W-8BEN, W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct or indirect owner, or

(E)       any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made, if any.

(iii)      Any Lender that is a United States person under Section 7701(a)(30) of the Code, to the extent it may lawfully do so, shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement, on or prior to the date on which any such form or certification expires or becomes obsolete, and after the occurrence of a change in the Lender’s circumstances which require a change in the most recent form or certification previously delivered by it (and from time to time thereafter upon the request of the Borrower or the Administrative Agent), duly completed copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is entitled to an exemption from U.S. backup withholding tax.

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(iv)      If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, “FATCA” shall include any amendments made to FATCA after the Effective Date.

Each Lender agrees that if any form or certification it previously delivered by it expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

Each Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation provided by such Lender to the Administrative Agent pursuant to this Section 2.18(e).

(f)        Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) the full amount of any Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Taxes and without limiting the obligation of the Loan Parties to do so) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register, in either case, that are payable or paid by the Administrative Agent and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (f).

(g)       Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by a Loan Party or with respect to which the Loan Party has paid additional amounts pursuant to this Section 2.18, it shall pay over such refund to the Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Party under this Section 2.18 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Loan Party, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the Administrative Agent or such Lender be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the Administrative Agent or such Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph (g) shall not be construed to require the Administrative Agent, any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Loan Party, any of its Subsidiaries or any other Person.

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(h)       Survival. The agreements in this Section 2.18 shall survive the termination of this Agreement and the payment of the Term Loans and all other amounts payable hereunder.

(i)        Defined Terms. For purposes of this Section, the term “applicable law” includes FATCA.

SECTION 2.19         Payments Generally; Pro Rata Treatment; Sharing of Setoffs.

(a)       Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.16 or 2.18, or otherwise) or under any other Loan Document (except as otherwise expressly provided therein) prior to 1:00 p.m., New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Required Lenders, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at an account maintained with the Administrative Agent as notified to the Borrower and the Lenders, except as otherwise expressly provided in the relevant Loan Document and except for payments pursuant to Sections 2.16, 2.18 and 9.03, which shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder and under any other Loan Document shall be made in Dollars.

(b)       Application of Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, towards payment of interest, fees and other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties, and (ii) second, towards the payment of principal then due hereunder, ratably among the parties thereto in accordance with the amounts of principal then due to such parties.

(a)       Pro Rata Treatment. Each borrowing of Term Loans by the Borrower shall be allocated pro rata among the Lenders in accordance with their respective Term Commitments. Each repayment by the Borrower in respect of principal or interest on the Term Loans and each payment in respect of fees or expenses payable hereunder shall be applied to the amounts of such obligations owing to the Lenders pro rata in accordance with the respective amounts then due and owing to such Lenders. Each voluntary prepayment by the Borrower of Term Loans shall be applied to the amounts of such obligations owing to the Term Lenders pro rata. Each mandatory prepayment by the Borrower of the Term Loans shall be applied pro rata in accordance with the respective principal amounts of the outstanding Term Loans. Amounts prepaid on account of the Term Loans may not be reborrowed.

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(b)       Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loans of other applicable Lenders to the extent necessary so that the benefit of all such payments shall be shared by the applicable Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(c)       Presumptions of Payment. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the applicable Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(d)       Certain Deductions by the Administrative Agent. If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.08(b) or 2.19(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.20        Mitigation Obligations; Replacement of Lenders.

(a)       Designation of a Different Lending Office. If any Lender requests compensation under Section 2.16, or if the Borrower is required to pay any additional amount pursuant to Section 2.18, then such Lender shall, if requested by the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Term Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.16 or 2.18, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. Nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.16 or 2.18.

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(b)       Replacement of Lenders. If any Lender requests compensation under Section 2.16, if the Borrower is required to pay any additional amount pursuant to Section 2.18, if any Lender defaults in its obligation to fund Term Loans hereunder or if any Lender does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender or any Lender that becomes a Defaulting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) to the extent required by Section 9.04, the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts), (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.16 or payments required to be made pursuant to Section 2.18, such assignment will result in a reduction in such compensation or payments and (iv) until such time as such assignment shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Section 2.16 or 2.18. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.21        MIRE Event. Notwithstanding anything to the contrary herein, the making, increasing, extension or renewal of any Term Loans pursuant to this Agreement shall be subject to the Loan Parties’ compliance with the first sentence of Section 5.11(b)(ix) hereto.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants (as to itself and each of its Subsidiaries) to the Lenders that as of the Effective Date and on any other date on which the representations and warranties in this Article III are made or deemed made under any Loan Document and on any other date on which the representations and warranties in this Article III are required under or pursuant to this Agreement or any other Loan Document as a condition to any action or transaction that:

SECTION 3.01        Organization; Powers. Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite organizational power and authority to carry on its business as now conducted and (c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except in each case referred to in clauses (a) (other than with respect to the Loan Parties), (b) and (c) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Subsidiary organized under the laws of the State of Israel is a “company in violation” under Section 362A of the Israeli Companies Law.

SECTION 3.02        Authorization; Enforceability. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the Transactions are within the Borrower’s and each other Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate and, if required, by all necessary shareholder or other organizational action. This Agreement and each of the other Loan Documents have been duly executed and delivered by each Loan Party thereto and constitutes, or when executed and delivered by such Loan Party will (subject to, in the case of the Foreign Loan Parties, the Legal Reservations and the Perfection Requirements) constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each such Loan Party in accordance with its terms, enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

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SECTION 3.03        Governmental Approvals; No Conflicts. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) such as have been obtained or made and are in full force and effect, (ii) filings and recordings in respect of the Liens created pursuant to the Security Documents (including the IIA Approval) and (iii) such consents, approvals, registrations, filings, or other actions the failure to obtain or make which could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (b) will not violate any Requirement of Law in any material respect, (c) will not violate or result in a default under any Contractual Obligation upon the Borrower and its Subsidiaries or its or their respective assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, in the case of this clause (c), except to the extent such violation or default could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and (d) except for the Liens created pursuant to the Security Documents, will not result in the creation or imposition of any Lien (other than any Lien permitted under Section 6.02) on any asset of the Borrower or any of its Subsidiaries.

SECTION 3.04        Financial Condition; No Material Adverse Change.

(a)       Financial Condition. The Borrower has heretofore furnished to the Lenders (a) its consolidated balance sheet and statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2020, reported on by BDO Ziv Haft Certified Public Accountants, independent public accountants and (b) internally prepared, unaudited financial statements of the Borrower and its Subsidiaries, consisting of a consolidated balance sheet and statements of operations, stockholders’ equity and cash flows as of and for the fiscal quarter ended June 30, 2021. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with IFRS. There are no liabilities of the Borrower or any of its Subsidiaries, fixed or contingent, which are material in relation to the consolidated financial condition of the Borrower that are not reflected in the most recent consolidated financial statements of the Borrower delivered pursuant to this Section or Section 5.01(a) or (b) or in the notes thereto, other than (x) liabilities arising in the ordinary course of business since the date of such financial statements and (y) any matters listed on Schedule 6.01.

(b)       No Material Adverse Change. Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

SECTION 3.05        Properties.

(a)       Property Generally. Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, subject only to Liens permitted by Section 6.02 and except (i) for easements, restrictions, exceptions, reservations or defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes or (ii) where the failure to have such title or interest could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. There are no Mortgaged Properties on the Effective Date.

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(b)       Intellectual Property. Each of the Borrower and its Subsidiaries owns, or is licensed to use, or otherwise has the right to use, all trademarks, tradenames, domain names, social and mobile media identifiers and other source identifiers, copyrights, patents, methods, processes and other intellectual property material to the business of the Borrower and its Subsidiaries, taken as a whole. To the knowledge of the Borrower, the operation of the businesses of the Borrower and its Subsidiaries does not infringe upon, misappropriate or otherwise violate the rights of any other Person, in each case except for any such infringements, misappropriations or violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower and its Subsidiaries have taken commercially reasonable measures to protect and maintain (i) the security, integrity and continuous operation of their systems, networks, software and other information technology assets (and the data stored thereon) and (ii) the confidentiality of their trade secret(s), and there have been no breaches or outages of or unauthorized access to the foregoing, in each case, that could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(c)       Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, to the knowledge of the Borrower, no Loan Party nor any Subsidiary has embedded any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement that, as a condition of modification or distribution of the third party software subject to such open source license: (i) requires the disclosure and/or distribution in source code form of any of a Loan Party’s or Subsidiary’s proprietary software or other intellectual property, derivative works thereof and/or other software incorporated into, derived from or distributed with such proprietary software or other intellectual property; (ii) prohibits or limits a Loan Party or Subsidiary from charging a fee or receiving consideration in connection with distributing any Loan Party’s or Subsidiary’s proprietary software or other intellectual property and/or derivative works thereof; or (iii) requires the licensing to third parties of any Loan Party’s or Subsidiary’s proprietary software or other intellectual property, derivative works thereof and/or other software incorporated into, derived from or distributed with such proprietary software or other intellectual property.

SECTION 3.06        Litigation and Environmental Matters.

(a)       Actions, Suits and Proceedings. There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed Matters listed on Schedule 3.06(a)) or that question the validity or enforceability of this Agreement.

(b)       Environmental Matters. Except for the Disclosed Matters listed on Schedule 3.06(b) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or (iv) knows of any conditions or occurrences that could reasonably be expected to result in any Environmental Liability of the Borrower or any of its Subsidiaries.

SECTION 3.07        Compliance with Laws and Contractual Obligations. Each of the Borrower and its Subsidiaries is in compliance with all Requirements of Law applicable to it or its property or all Contractual Obligations (including its external policies relating to privacy and security) binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08        Investment Company Act Status. Neither the Borrower nor any other Loan Party is required to register as an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

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SECTION 3.09        Taxes.

(a)       Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (ii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(b)       Except as disclosed on Schedule 3.09, neither the Borrower nor any Subsidiary incorporated in the State of Israel has instituted, negotiated, signed or become a party to any arrangement (“hesder prisa”) settlement, compromise or any similar agreement of any kind or nature whatsoever with the ITA, the National Insurance Institute of Israel (Bituach Leumi), or any other Israeli governmental body, according to which the payments or obligations towards such entities will be rescheduled, deferred or otherwise paid in instalments and which in each case are classified as “Preferred Debts” (“hovot be-din kedima”) under Section 234(a)(5) of the Israeli Insolvency Law.

SECTION 3.10        ERISA. Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (a) no ERISA Event has occurred or is reasonably expected to occur and (b) the Borrower and each ERISA Affiliate has complied with the applicable provisions of ERISA and the Code with respect to each Plan. The present value of all accumulated benefit obligations under each Plan does not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets under such Plan (determined in both cases using the applicable assumptions under Section 430 of the Code and the Treasury Regulations promulgated thereunder) by an amount that could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11        Disclosure; Accuracy of Information. None of the written reports, financial statements, certificates or other written information (other than projections, other forward looking information and information of a general economic and/or industry nature) furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the Transactions or in connection with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) taken as a whole contains any untrue statement of material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made and at the time provided to the Administrative Agent or any Lender (it being understood that such projected financial information and all information concerning future proposed and intended activities of the Borrower and any Subsidiaries are forward-looking statements which by their nature are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s and any Subsidiaries’ control, and that actual results may differ, perhaps materially, from those expressed or implied in such forward looking statements, and the Borrower gives no assurance that the projections will be realized).

SECTION 3.12        Margin Regulations. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of any extension of credit hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each Borrowing, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) will be Margin Stock.

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SECTION 3.13         [Reserved].

SECTION 3.14         No Default. No Default or Event of Default has occurred and is continuing.

SECTION 3.15         Subsidiaries. Schedule 3.15 is a complete and correct list of all of the Subsidiaries of the Borrower as of the Effective Date, together with, for each such Subsidiary as of the Effective Date, (i) the jurisdiction of organization of such Subsidiary, (ii) each Person holding ownership interests in such Subsidiary, (iii) the nature of the ownership interests held by each such Person and the percentage of ownership of such Subsidiary represented by such ownership interests and (iv) whether such Subsidiary is a Subsidiary Guarantor or an Excluded Subsidiary. As of the Effective Date, except as disclosed in Schedule 3.15, (x) each of the Borrower and its Subsidiaries owns, free and clear of Liens (other than Liens created pursuant to the Security Documents and statutory Liens permitted under Section 6.02), and has the unencumbered right to vote, all outstanding ownership interests in each Person shown to be held by it in Schedule 3.15, (y) all of the issued and outstanding Capital Stock of each such Person organized as a corporation is validly issued, fully paid and nonassessable and (z) there are no outstanding Equity Rights with respect to such Person.

SECTION 3.16         Security Documents. Subject to (in the case of the Foreign Loan Parties) to the Legal Reservations and the Perfection Requirements, the Liens granted by the Security Documents constitute valid perfected first priority Liens on the properties and assets covered by the Security Documents, to the extent required by the Security Documents and subject to no prior or equal Lien except those Liens permitted by Section 6.02.

SECTION 3.17         Anti-Corruption Laws and Sanctions; USA PATRIOT Act.

(a)        The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance in all material respects by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and their respective officers, and to the knowledge of the Borrower, its employees and agents, are in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party or any Subsidiary thereof being designated as a Sanctioned Person. None of (a) the Borrower, any such Subsidiary, any of their respective directors or officers or (b) to the knowledge of the Borrower, any employee or agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No use of proceeds of any Term Loan or other Transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.

(b)        The Borrower, each of its Subsidiaries and, to the knowledge of the Borrower, its employees and agents, are in compliance in all material respects with the USA PATRIOT Act, and any other applicable terrorism and money laundering laws, rules, regulations and orders.

SECTION 3.18         Solvency. On such date, the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Transactions and the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be Solvent.

SECTION 3.19         EEA Financial Institution. No Loan Party is an EEA Financial Institution.

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ARTICLE IV

CONDITIONS

SECTION 4.01         Conditions to Effective Date. The obligation of each Lender to make the Term Loans requested to be made by it hereunder is subject to the satisfaction (or waiver in accordance with Section 9.02), prior to or concurrently with the making of the Term Loans on the Effective Date, of each of the following conditions precedent:

(a)        Loan Documents. The Administrative Agent and the Lenders shall have received executed counterparts of this Agreement and the other Loan Documents, each properly executed by a Responsible Officer of the applicable Loan Party and each other party to such Loan Documents, in each case in form and substance satisfactory to the Lenders.

(b)        FP Stock Purchase. The Administrative Agent and the parties to the FP Share Purchase Agreement shall have received a copy of the FP Share Purchase Agreement, duly executed by all the parties thereto.

(c)        Solvency Certificate. The Administrative Agent and the Lenders shall have received a Solvency Certificate executed by the chief financial officer of the Borrower in the form of Exhibit G.

(d)        Corporate Documents. The Administrative Agent and the Lenders shall have received such documents and certificates as the Administrative Agent, the Lenders or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent, the Lenders and their counsel.

(e)        Officer’s Certificate. The Administrative Agent and the Lenders shall have received a certificate, dated the Effective Date and signed by a senior executive officer of the Borrower, to the effect that (i) the representations and warranties of the Borrower set forth in Article III, and of each Loan Party in each of the other Loan Documents to which it is a party, shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Effective Date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (ii) at the time of and immediately after giving effect to the Effective Date, no Default or Event of Default shall have occurred and be continuing, and (iii) there shall not exist any action, suit, investigation, litigation, proceeding, injunction, hearing or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that individually or in the aggregate materially impairs the Transactions, the financing thereof or any of the other transactions contemplated by the Loan Documents.

(f)         No Default or Event of Default. At the time of and immediately after giving effect to the Term Loans, no Default or Event of Default shall have occurred and be continuing.

(g)        Financial Information. The Administrative Agent and the Lenders shall have received from the Borrower (i) the financial statements of the Borrower and its Subsidiaries specified in Section 3.04(a) and (ii) the preliminary (flash) unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the related statements of operations, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2021.

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(h)        Material Adverse Effect. Since December 31, 2020, no change, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(i)         USA PATRIOT Act. The Administrative Agent and the Lenders shall have received, (i) at least two days prior to the Effective Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least three days prior to the Effective Date and (ii) at least three days prior to the Effective Date, any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).

(j)         Borrowing Request. The Administrative Agent shall have received a Borrowing Request in respect thereof.

(k)        Searches. The Administrative Agent and the Lenders shall have received the results of recent UCC, tax, litigation and judgment Lien searches (including, without limitation, in the United States Patent and Trademark Office, the United States Copyright Office and any other similar or equivalent office in any non-United States jurisdictions) with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent and the Lenders, and such results shall not reveal any material judgment or any Lien on any of the assets of the Loan Parties except for Liens permitted under Section 6.02 or Liens to be discharged on or prior to the Effective Date.

(l)         Perfection Certificate. The Administrative Agent and the Lenders (or their counsel) shall have received a completed perfection certificate dated the Effective Date and signed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby.

(m)       Pledged Stock and Pledged Notes. The Administrative Agent (or its counsel) shall have received (i) the certificates representing the Capital Stock required to be pledged pursuant to the Security Agreement (if any), together with an undated stock power or similar instrument of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof, (ii) the share certificates representing the shares required to be pledged pursuant to the Israeli Share Pledge, together with a share transfer form in blank, an irrevocable proxy and an irrevocable undertaking, each executed by a duly authorized officer of the signatory thereto in the forms appended to the Israeli Share Pledge, and (iii) each Material Debt Instrument (if any) endorsed (without recourse) in blank (or accompanied by an transfer form endorsed in blank) by the pledgor thereof.

(n)        Filings, Registrations and Recordings. The Administrative Agent (or its counsel) shall have received (i) UCC (or similar) financing statements naming the Borrower and each Subsidiary Guarantor as debtor and the Administrative Agent as secured party, in appropriate form for filing, registration or recordation in the jurisdiction of incorporation or organization of each such Loan Party, (ii) all forms and registration notices in appropriate form for filing, registration and recordation of each of the Security Documents with the Israeli Registry of Companies, the Israeli Registry of Pledges and the Israeli Registry of Patents, Trademarks and Designs and (iii) short form security agreements in appropriate form for filing with the United States Patent and Trademark Office and the United States Copyright Office, as appropriate, with respect to the patents, trademarks, copyrights and exclusive copyright licenses of the Borrower and the Subsidiary Guarantors registered or applied for with such offices, which items are listed in the Perfection Certificate and constituting Collateral.

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(o)        Legal Opinion. The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Davis, Polk & Wardwell LLP, New York counsel for the Loan Parties, (ii) Latham & Watkins LLP, London counsel for the Lenders, and (iii) Gross & Co., Israeli counsel for the Loan Parties, in each case form and substance reasonably satisfactory to the Administrative Agent and the Lenders, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as the Administrative Agent and the Lenders shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

(p)        Repayment and Termination of Existing Indebtedness. The Administrative Agent and the Lenders shall have received (i) evidence satisfactory to the Administrative Agent and the Lenders that all Indebtedness under the Existing Credit Facilities shall be simultaneously terminated and all amounts thereunder shall be simultaneously repaid in full and (ii) evidence that arrangements satisfactory to the Administrative Agent and the Lenders shall have been made for the termination and release of guarantees, Liens and security interests granted in connection therewith in a form reasonably satisfactory to the Administrative Agent and the Lenders.

(q)        Insurance. Subject to Section 5.13, the Administrative Agent and the Lenders shall have received a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.06 and the applicable provisions of the Security Agreement, each of which shall be endorsed or otherwise amended to include a standard lender’s loss payable or mortgage endorsement (as applicable) and shall name the Administrative Agent as additional insured or lender loss payee, as applicable, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.

(r)         Israeli Innovation Authority. The Administrative Agent and the Lenders shall have received the IIA Approval, subject only to the execution by the Administrative Agent on behalf of the Secured Parties of the IIA Undertaking.

(s)        Agent of Service of Process Letter. The Administrative Agent and the Lenders shall have received a letter from Cogency Global Inc., accepting its appointment from the Loan Parties as process agent.

(t)         Fees; Costs and Expenses. The Administrative Agent and the Lenders shall have received the payment and/or reimbursement of all fees, expenses and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced at least one Business Days prior to the Effective Date, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder, which in each case may be netted from the borrowing on the Effective Date.

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ARTICLE V

AFFIRMATIVE COVENANTS

Until the Term Commitments have expired or been terminated and the principal of and interest on each Term Loan and all fees and other amounts payable hereunder shall have been paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted), the Borrower (on behalf of itself and each of its Subsidiaries) covenants and agrees with the Lenders that:

SECTION 5.01        Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a)       prior to the Qualifying SPAC Transaction, within 120 days after the end of each fiscal year of the Borrower and on and after the Qualifying SPAC Transaction, within 90 days after the end of each fiscal year of the Borrower (or such other period for the filing of the Borrower’s annual report on Form 20-F as permitted by the SEC), the audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by BDO Ziv Haft Certified Public Accountants or other independent public accountants of recognized national standing (without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with IFRS consistently applied and accompanied by a narrative report containing management’s discussion and analysis of the financial position and financial performance for such fiscal year in reasonable form and detail;

(b)       within 75 days after the end of the first three fiscal quarters of each fiscal year of the Borrower, the consolidated balance sheets and related consolidated statements of income and cash flows of the Borrower and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with IFRS consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c)       concurrently with any delivery of financial statements under Section 5.01(a) or (b), a certificate of a Responsible Officer of Borrower (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 6.11 (including any calculation of the Total Leverage Ratio), (iii) stating whether any change in IFRS or in the application thereof has occurred since the date of the most recent audited financial statements of the Borrower referred to in Section 3.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) setting forth the information required pursuant to Annexes 1 through 4 of the Security Agreement and certifying that such Annexes are true and correct in all material respects and contain all applicable collateral as of such date or confirming that there has been no change in such information since the date of the most recent certificate delivered pursuant to this Section 5.01(c)(Y), and (v) a list of each direct and indirect subsidiary of the Borrower that identifies each such Person as a Subsidiary and/or an Excluded Subsidiary as of the date of delivery of such list or a confirmation that there has been no change to such information since the later of the Effective Date and the date of the last such list;

(d)       annually, as soon as available, but in any event by no later than sixty (60) days after the beginning of each fiscal year, and after the consummation of the Qualifying SPAC Transaction, distributed at the request of and only to each Lender that has selected “Private Side Information” or similar designation, an annual budget of the Borrower and its Subsidiaries for such fiscal year in the same form prepared for the Borrower’s Board of Directors or in such other form reasonably satisfactory to the Administrative Agent and the Required Lenders;

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(e)       promptly following receipt thereof, copies of any documents described in Sections 101(k) or 101(l) of ERISA that the Borrower or, to the knowledge of the Borrower, any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Borrower shall promptly request, or request that its ERISA Affiliate promptly request, such documents or notices from such administrator or sponsor and the Borrower shall provide copies of such documents and notices to the Administrative Agent promptly after receipt thereof;

(f)       promptly upon receipt thereof, and after the consummation of the Qualifying SPAC Transaction, distributed only to each Lender that has selected “Private Side Information” or similar designation, copies of all other final reports, management letters or recommendations submitted to the Borrower or any Loan Party by its independent certified public accountants in connection with any annual or interim audit or review of the books of the Loan Parties made by such accountants, which such independent certified public accountants have consented to being shared with the Lenders, after use of the Borrower’s commercially reasonable efforts to obtain such consent (it being understood that any final reports, management letters or recommendations that are otherwise required to be delivered by this Section 5.01 must be delivered and are not subject to the foregoing consent of such independent certified public accountants);

(g)       promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the equity holders of the Borrower, and copies of any annual, regular, periodic and special reports and registration statements which a Loan Party may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to the Administrative Agent and the Lenders pursuant hereto;

(h)       promptly, and in any event within seven (7) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry (with respect to other inquiries, other than inquiries that are in the ordinary course of business, as determined in the reasonable discretion of the Borrower) by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; provided that, the Borrower shall have no obligation to provide any information to the extent that the delivery of such material notice or correspondence would violate any law, rule or regulation, or any obligation or confidentiality binding upon, or waiver any attorney-client privilege of any Loan Party; provided, further, that in the event that the Borrower does not provide information in reliance on the preceding proviso, the Borrower shall provide notice to the Administrative Agent (on behalf of the Lenders) that such information is being withheld and the Borrower shall use its commercially reasonable efforts to communicate the applicable information in a way that would not violate the applicable obligation or risk waiver of such privilege;

(i)       promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent may reasonably request; and

(j)       upon the request of the Administrative Agent, the Borrower shall conduct semi-annual conference calls that any Lender may attend to discuss the financial condition and results of operations of Issuer and its Subsidiaries for the most recently ended measurement period for which financial statements have been delivered pursuant to Section 5.01(a) and Section 5.01(b), at a date and time to be determined by the Administrative Agent and the Borrower, with reasonable advance notice to the Lenders; provided, that after the Qualifying SPAC Transaction has occurred, the requirement set forth in this Section 5.01(j) may be satisfied with a quarterly public earnings call.

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Documents required to be delivered pursuant to Sections 5.01(a) or(b) (to the extent any such documents are included in materials otherwise filed with the SEC) shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents or provides a link thereto on the Borrower’s website, (ii) on which such documents are posted on the Borrower’s behalf on Intralinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent), or (iii) such financial statements or other documents are posted on the SEC’s website on the internet at www.sec.gov; provided that the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent.

SECTION 5.02        Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender promptly, and in any event within three (3) Business Days, written notice of the following:

(a) the occurrence of any Default or Event of Default;

(b)       the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates, other than disputes in the ordinary course of business or, whether or not in the ordinary of business, if adversely determined could reasonably be expected to result in losses and/or expenses in excess of $1,000,000;

(c) the occurrence of the consummation of the Qualifying SPAC Transaction;

(d)       the occurrence of any ERISA Event that, individually or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability in an amount in excess of $1,000,000;

(e)       any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary;

(f)        if any Responsible Officer of any Loan Party or any Subsidiary has knowledge that the Borrower, or any Subsidiary or Affiliate of the Borrower, is listed on the OFAC Lists or (i) is convicted on, (ii) pleads nolo contendere to, (iii) is indicted on, or (iv) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; and

(g)       any other development that results in, or could reasonably be expected to result in a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

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SECTION 5.03        Existence; Conduct of Business.

(a)       The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except (other than with respect to any Loan Party’s legal existence) where the failure to do so could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.04.

(b)       The Borrower will, and will cause each of its Subsidiaries incorporated in Israel to fulfill in all material respects all obligations under applicable law in connection with the IIA-Funded Know-How (including payment of all amounts due to any Governmental Authority in connection with the IIA-Funded Know-How).

(c)       The Secured Parties hereby acknowledge that any Liens in any IIA-Funded Know-How, to the extent applicable, and the realization thereof is subject to the Research Law. In addition, the Secured Parties hereby acknowledge that (i) the grant of the Lien on any IIA-Funded Know-How or (potentially) in Equity Rights in an Israeli Loan Party that owns IIA-Funded Know-How will require and will be subject to the approval of the Israeli Innovation Authority and to the execution and delivery by the Administrative Agent, on behalf of itself and the other Secured Parties, of an IIA Undertaking and (ii) any realization of a Lien on IIA-Funded Know-How or (potentially) in Capital Stock in an Israeli Loan Party that owns IIA-Funded Know-How, including the sale, assignment or license of the IIA-Funded Know-How and its transfer within the framework of realization procedures under the Loan Documents will require and be subject to the approval of the Israeli Innovation Authority and to the conditions of the IIA Approval and of the Research Law. In addition, any realization of a Lien on the IIA-Funded Know-How or (potentially) in Capital Stock in an Israeli Loan Party that owns IIA-Funded Know-How will be subject to receiving an undertaking of the grantee, potential buyer or any other transferee to assume the applicable obligations in respect of such IIA-Funded Know-How in accordance with the Research Law and in accordance with the terms of the program pursuant to which grants were provided to the applicable Loan Party. The Secured Parties hereby authorize the Administrative Agent to take, or refrain from taking, any actions or to enter into any necessary undertakings or agreements on behalf of the Secured Parties that the Administrative Agent shall determine in its sole discretion are necessary to comply with this provision or any other requirements of the Israeli Innovation Authority with respect to IIA-Funded Know-How and any ancillary or related property. This Section 5.03(c) shall be defined as the “IIA Provision.”

SECTION 5.04        Payment of Taxes and Other Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay discharge or otherwise satisfy as the same shall become due and payable, all of its obligations and liabilities, including Tax liabilities unless (a) the same are being contested in good faith by appropriate proceedings diligently conducted, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with IFRS and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

SECTION 5.05        Maintenance of Properties. The Borrower will, and will cause each of its Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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SECTION 5.06        Maintenance of Insurance. (a) The Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

(b)       With respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under Flood Insurance Laws, the Borrower shall, or shall cause the applicable Loan Party to, (i) maintain, with financially sound and reputable insurance companies (except to the extent that any insurance company insuring the Mortgaged Property of the Borrower and each other Loan Party ceases to be financially sound and reputable after the Effective Date, in which case, the applicable Loan Party shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in such amounts sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) promptly upon request of the Administrative Agent or any other Lender, deliver to the Administrative Agent (for distribution to all Lenders), evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and the Lenders, including, without limitation, evidence of annual renewals of such insurance.

SECTION 5.07        Books and Records. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which true and correct entries, in all material respects, are made of all dealings and transactions in relation to its business and activities.

SECTION 5.08        Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives of the Lenders designated by the Administrative Agent, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, which shall be at the reasonable expense of the Borrower, not to exceed one time per year, and during the continuation of an Event of Default, at any time, in each case during normal business hours with reasonable prior notice. Notwithstanding any provision to the contrary, all visits, inspections, meetings and discussions held pursuant to this Section 5.08 are subject to applicable attorney-client privilege exceptions and compliance with non-disclosure and confidentiality agreements between the Borrower, any of its Subsidiaries and third parties.

SECTION 5.09        Compliance with Laws and Contractual Obligations. The Borrower will, and will cause each of its Subsidiaries to, comply with all Requirements of Law (including any Environmental Laws and any Requirements of Law relating to ERISA), in each case, applicable to it or its property, and all Contractual Obligations (including its external policies relating to privacy and security), in each case, binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.10        Use of Proceeds. The proceeds of the Term Loans shall be used (a) to repay the Existing Credit Facilities, (b) to pay related fees and expenses in connection with the Loan Documents, and (c) for working capital and general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Term Loan will be used, whether directly or indirectly, for any purpose that entails a violation of Regulations T, U or X.

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SECTION 5.11        Additional Loan Parties; Real Property; Further Assurances.

(a)       Loan Parties. The Borrower will take such action, and will cause each of its Subsidiaries (other than any Excluded Subsidiary), to take such action, from time to time as shall be reasonably necessary to ensure that the Borrower and all of its Subsidiaries (other than Excluded Subsidiaries) are “Loan Parties” hereunder. Without limiting the generality of the foregoing, in the event that (x) the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (including any Subsidiary formed as a result of an LLC Division) that shall constitute a Subsidiary hereunder (other than an Excluded Subsidiary) or (y) any Subsidiary of the Borrower or any of its Subsidiaries shall cease to constitute an Excluded Subsidiary, the Borrower will cause such Subsidiary to, within 60 days (or such longer time as the Administrative Agent may agree in its sole discretion):

(i)       become a “Guarantor” under or a party to, the Guaranty Agreement, and a “Secured Party” under the Security Agreement pursuant to a Joinder Agreement, or a “Chargor” (or other equivalent term) under the applicable Security Document by delivering a supplement or accession to the applicable Security Document, substantially in the form specified therein or in such other form as the Administrative Agent may agree in its sole discretion (acting reasonably);

(ii)       subject to (in the case of Foreign Loan Parties), the Perfection Requirements and Legal Reservations, cause such Subsidiary to take such action (including delivering such shares of stock and executing and delivering such Uniform Commercial Code financing statements) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary as collateral security for the obligations of such new Subsidiary hereunder to the extent required pursuant to the Security Documents; and

(iii)       deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is substantially consistent with those delivered by the Loan Parties pursuant to Section 5.01 on the Effective Date as the Administrative Agent shall reasonably request.

(b)       Real Property. If, subsequent to the Effective Date, a Domestic Loan Party (including a Person that becomes a Loan Party pursuant to Section 5.11(a)) shall acquire any fee-owned real property located in the United States of America (for the avoidance of doubt which shall not include leasehold interests in any real property) having a fair market value of $1,000,000 or more (a “Material Real Property”) in the reasonable estimation of the Borrower, the Borrower shall promptly (and in any event within 10 Business Days), after any Responsible Officer of a Loan Party acquires knowledge of same, notify the Administrative Agent and each Lender of same. The relevant Loan Party shall not be required to execute and deliver any Mortgage on such Material Real Property until (x) at least 60 days from the date the Borrower provided the Administrative Agent, each Lender with prior written notice of such acquisition of such Material Real Property and (y) the Borrower has received confirmation from the Administrative Agent and each Lender that flood insurance due diligence and flood insurance compliance as required by Section 5.11(b)(ix) hereto has been completed. As soon as practicable thereafter, but in any event within 90 days thereafter (or such later date as the Administrative Agent may agree), each Loan Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent, to grant to the Administrative Agent, for the benefit of the Secured Parties, the following with respect to such Material Real Property:

(i)       Mortgages; Fixture Filings. The Borrower will deliver to the Administrative Agent a Mortgage encumbering such Mortgaged Property in favor of the Administrative Agent, for the benefit of the Secured Parties, duly executed and acknowledged by each Loan Party that is the owner of or holder of any interest in such Mortgaged Property, and otherwise in form for recording in the recording office of the appropriate recording office of the County where each such Mortgaged Property is situated, together with such certificates, affidavits, questionnaires or returns as may be reasonably necessary or advisable in connection with the recording or filing thereof to create a lien under applicable laws, and such financing statements and other instruments as may be reasonably necessary or advisable to grant a mortgage or deed of trust lien under the laws of the applicable jurisdiction on the Mortgaged Property and fixtures located thereon;

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(ii)       Consents and Approvals. The Borrower will deliver to the Administrative Agent such consents, approvals, assignments, amendments, supplements, estoppels, tenant subordination agreements, non-disturbance agreements or other instruments as may be reasonably necessary or advisable in order for the applicable Loan Party to grant the Lien of the Mortgage with respect thereto;

(iii)       Title Insurance Policies. The Borrower will deliver to the Administrative Agent a policy of title insurance (or marked-up title insurance commitment or title proforma having the effect of a policy of title insurance) (a “Title Policy”) insuring the Lien of such Mortgage as a valid first mortgage or deed of trust Lien on the Mortgaged Property described therein in an amount not less than the estimated fair market value of such Mortgaged Property as reasonably determined by the Borrower, which Title Policy shall (A) be issued by a nationally-recognized title insurance company reasonably acceptable to the Administrative Agent (the “Title Company”), (B) include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to the Administrative Agent and the Required Lenders, (C) be supplemented by a “tie-in” or “aggregation” endorsement, if available under applicable law, and such other endorsements as may reasonably be requested by the Administrative Agent (including (to the extent available in the applicable jurisdiction and/or with respect to the Mortgaged Property, in each case, on commercially reasonable terms) endorsements on matters relating to usury, first loss, zoning, contiguity, revolving credit, doing business, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, and so-called comprehensive coverage over covenants and restrictions) if available under applicable law at commercially reasonable rates and (D) contain no other exceptions to title other than Permitted Liens and other exceptions acceptable to the Administrative Agent and the Required Lenders in their reasonable discretion;

(iv)       Affidavits and Other Information. The Borrower will deliver to the Administrative Agent such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as may be required to induce the Title Company to issue the Title Policies and endorsements contemplated above;

(v)        Payment of Title Fees and Premiums. The Borrower will deliver to the Administrative Agent evidence reasonably acceptable to the Administrative Agent and the Required Lenders of payment by Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated above;

(vi)       Leases. The Borrower will deliver to the Administrative Agent copies of all leases (or other agreements relating to possessory interests, if any) affecting such Mortgaged Property pursuant to which any Loan Party holds the lessor’s (or other grantor’s or licensor’s) interest, which agreement shall, if reasonably requested by the Administrative Agent, be subordinate to the Lien of the applicable Mortgage, either expressly by its terms or pursuant to a subordination, non-disturbance and attornment agreement in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders;

(vii)      Opinions. The Borrower will deliver to the Administrative Agent favorable written opinions, addressed to the Administrative Agent and the Secured Parties, of local counsel to the Loan Parties in each jurisdiction (i) where a Mortgaged Property is located regarding the enforceability of each such Mortgage and customary related matters and (ii) where the applicable Loan Party granting the Mortgage on said Mortgaged Property is organized, regarding the due execution, delivery and enforceability of each such Mortgage, and such other matters as may be reasonably requested by the Administrative Agent, each in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders; and

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(viii)       Surveys. The Borrower will deliver to the Administrative Agent a survey of such Mortgaged Property that is (A) (w) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where such Mortgaged Property is located, (x) certified to the Administrative Agent and the Title Company, (y) compliant with the minimum requirements of the American Land Title Association as such requirements are in effect on the date of preparation thereof and (z) sufficient for the Title Company to remove the standard survey exception from the applicable Title Policy and to provide reasonable and customary survey-related endorsements thereto or (B) otherwise reasonably acceptable to the Administrative Agent and the Required Lenders (a “Survey”); provided, however, that a Survey shall not be required to the extent that (x) an existing survey together with an “affidavit of no change” satisfactory to the Title Company is delivered to the Administrative Agent and the Title Company and (y) the Title Company removes the standard survey exception from the applicable Title Policy and provides reasonable and customary survey-related endorsements thereto.

(ix)         Flood Hazards. The Administrative Agent shall have received for each Mortgaged Property (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination, (ii) if such Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the Borrower and the applicable Loan Party relating thereto) and (iii) if such Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, a copy of an insurance policy, or a declaration page relating to an insurance policy, in either case showing coverage for flood insurance in an amount reasonably satisfactory to the Administrative Agent and each Lender and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender's loss payable or mortgagee endorsement (as applicable), (B) name the Administrative Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Administrative Agent and each Lender. The Administrative Agent has adopted internal policies and procedures that address requirements placed on federally regulated Lenders under the Flood Insurance Laws. The Administrative Agent will post on the applicable electronic platform (or otherwise distribute to each lender in the syndicate) documents that it receives in connection with the Flood Insurance Laws. However, the Administrative Agent reminds each Lender and Participant that, pursuant to the Flood Insurance Laws, each federally regulated Lender (whether acting as a Lender or Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.

(x)          No Material Real Property. As of the Effective Date, there is no Material Real Property owned by the Loan Parties.

Notwithstanding anything to the contrary herein, (i) the requirements specified in this Section 5.11(b) shall only apply to the Domestic Loan Parties and Material Real Property located in the United States of America, (ii) the Administrative Agent may waive any of the requirements specified in this Section 5.11(b) if the Administrative Agent determines, in its sole discretion, that the burden, cost, time or consequences of obtaining such deliverable is excessive in relation to the benefits to be obtained therefrom by the Secured Parties, and (iii) if the Borrower, after using commercially reasonable efforts, is unable to comply with the requirements of Section 5.11(b)(ix) or with any commercially reasonable request made pursuant thereto by the Administrative Agent or any Lender, in each case with respect to any Material Real Property, then the Borrower shall not be required to deliver any of the items set forth in Section 5.11(b) with respect to such Material Real Property (it being understood and agreed by the parties hereto that compliance by the Borrower with, and any request by the Administrative Agent or any Lender for the Borrower to comply with, the requirements of Section 5.11(b)(ix), in each case to the extent required by the Flood Insurance Laws, is commercially reasonable); provided that nothing in this paragraph shall result in the non-compliance by the Administrative Agent or any Lender with the Flood Insurance Laws.

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(c) Further Assurances. The Borrower will, and will cause each of the Loan Parties to, take such action from time to time as shall reasonably be requested by the Administrative Agent to effectuate the purposes and objectives of this Agreement. Without limiting the foregoing, in the event that any additional Capital Stock shall be issued by any Subsidiary of a Loan Party, the applicable Loan Party agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock (to the extent certificated), accompanied by undated stock powers executed in blank and to take such other action as the Administrative Agent shall reasonably request to perfect the security interest created therein pursuant to the Security Documents. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no Loan Party shall be required to grant or perfect a security interest in any property with respect to which the Administrative Agent and the Borrower determine, in their reasonable discretion, that the costs or other consequences of granting or perfecting a security interest therein (including any material adverse tax consequences) are excessive in relation to the benefits to Secured Parties afforded thereby. If requested by the Administrative Agent, the Borrower will, and will cause each of its Subsidiaries to cooperate with and provide any information necessary for the Administrative Agent to conduct its flood due diligence and flood insurance compliance.

SECTION 5.12     Board Observation Rights. The Required Lenders shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of the Borrower (or, in each case, any relevant committees thereof), except that the Board Observer shall not be entitled to vote on matters presented to or discussed by the Board of Directors (or any relevant committee thereof) of the Borrower at any such meetings. The Board Observer shall be timely notified of the time and place of any BOD Meetings and will be given written notice of all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) of the Borrower as if the Board Observer were a member thereof. The Board Observer shall have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of the Borrower in anticipation of or at such meeting (regular or special and whether telephonic or otherwise), in addition to copies of the records of the proceedings or minutes of such meeting, when provided to the members, and the Board Observer shall keep such materials and information confidential in accordance with Section 9.12. The Borrower shall reimburse the Board Observer for all reasonable out-of-pocket costs and expenses incurred in connection with its participation in any such BOD Meeting. Notwithstanding the foregoing, the Borrower may exclude Board Observer from access to any material or meeting or portion thereof if: (i) the Board of Directors concludes in good faith, upon advice of the Borrower’s counsel, that such exclusion is necessary to preserve the attorney-client or work product privilege between the Borrower or any of its Affiliates and its counsel; or (ii) such portion of a meeting is an executive session limited solely to independent director members of the Board or Directors, independent auditors and/or legal counsel, as the Board of Directors may designate and such limitation is reasonably necessary with respect to the applicable matters, or (iii) such exclusion is necessary to avoid a conflict of interest between the Borrower on the one hand and the Required Lenders on the other.

  

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SECTION 5.13     Post-Closing Obligations. As promptly as practicable, and in any event within the time periods following the Effective Date specified on Schedule 5.13 or such later date as the Administrative Agent agrees to in writing in its reasonable discretion, the Borrower and each other applicable Loan Party shall deliver the documents or take the actions specified on Schedule 5.13.

ARTICLE VI

NEGATIVE COVENANTS

Until the Term Commitments have expired or terminated and the principal of and interest on each Term Loan and all fees and other amounts payable hereunder have been paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted), the Borrower (on behalf of itself and each of its Subsidiaries) covenants and agrees with the Lenders that:

SECTION 6.01     Indebtedness. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a) Indebtedness created hereunder and under the other Loan Documents;

(b)       Indebtedness existing on the Effective Date and set forth on Schedule 6.01 and any Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 6.01(b) that does not increase the outstanding principal amount thereof;

(c)       (i) Indebtedness of the Borrower to any Loan Party, (ii) Indebtedness of any Loan Party (other than the Borrower) to the Borrower or any other Loan Party, (iii) Indebtedness of any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and (iv) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party solely to the extent (x) constituting an Investment pursuant to Section 6.06(c)(ii) (and subject to the limitations therein) and (y) such Indebtedness is evidenced by a promissory note that is pledged as Collateral and delivered to the Administrative Agent;

(d)       Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions thereof and Permitted Refinancing Indebtedness incurred to refund, refinance and replace any such Indebtedness incurred under this Section 6.01(d) that does not increase the principal amount thereof; provided that (i) such Indebtedness is incurred prior to, at the time of or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $1,000,000;

(e)       Indebtedness of any Person that becomes a Subsidiary after the Effective Date and any Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred under this Section 6.01(e); provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of outstanding Indebtedness permitted by this clause (e) shall not exceed $1,000,000;

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(f)      Convertible Indebtedness; provided that (i) that the aggregate principal amount of Convertible Indebtedness permitted to be outstanding at any time by this clause (f) shall not exceed $50,000,000, (ii) such Indebtedness shall not (x) mature prior to 91 days after the Latest Maturity Date or have a Weighted Average Life to Maturity that is shorter than the then remaining Weighted Average Life to Maturity on the Term Loans and (y) shall not be subject to mandatory redemption, prepayment or sinking fund obligations (other than upon conversion thereof) prior to the date that is 91 days after the Latest Maturity Date (other than customary mandatory redemption or repurchase provisions upon a fundamental change) and (iii) the definitive documentation governing such Indebtedness (x) does not contain terms, taken as a whole, that are more restrictive than the terms contained in this Agreement and (y) does not contain any financial maintenance covenants;

(g)       Indebtedness of Subsidiaries of Borrower that are not Loan Parties; provided that the sum of the aggregate principal amount of Indebtedness permitted to be outstanding at any time by this clause (g) shall not exceed $1,000,000 (or the foreign currency equivalent thereof, if not denominated in Dollars);

(h)       Indebtedness arising out of Hedging Agreements entered into in the ordinary course of business, and not for speculative purposes, in each case of the Borrower or any Subsidiary;

(i)        Indebtedness or reimbursement obligations in respect of letters of credit, bankers’ acceptances, bank guarantees or similar instruments that are issued on behalf of the Borrower or a Subsidiary thereof in an amount not to exceed $500,000 at any time outstanding;

(j) [reserved];

(k)        Indebtedness of the Borrower or any of its Subsidiaries in respect of automatic clearing house arrangements, netting services, overdraft protections and any arrangements or services similar to any of the foregoing in connection with cash management and deposit accounts, in each case arising in the ordinary course of business;

(l)        Indebtedness of the Borrower or any of its Subsidiaries in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so called “purchase cards,” procurement cards,” or “p-cards”), in each case incurred in the ordinary course of business and in an aggregate principal amount not to exceed $500,000;

(m)       additional unsecured Indebtedness of the Loan Parties in an aggregate principal amount outstanding at the time of incurrence not to exceed $1,000,000 so long as at the time of incurrence of such additional Indebtedness and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

(n)       Indebtedness of the Borrower or any Subsidiary in connection with one or more performance bonds, bid bonds, stay bonds, appeal bonds, bankers’ acceptances, surety bonds, statutory obligations or bonds, health or social security benefits, unemployment or other insurance obligations, workers’ compensation claims, insurance obligations, surety bonds, utility bonds, performance guarantees, completion guarantees or other similar bonds and obligations issued by or on behalf of the Borrower or a Subsidiary, in each case, in the ordinary course of business and not in connection with the borrowing of money or the obtaining of advances;

(o)        Indebtedness arising from agreements of the Borrower or any Subsidiaries providing for indemnification, adjustment of purchase price, earnouts or similar obligations, in each case, incurred or assumed in connection with any Acquisition or Disposition permitted hereunder;

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(p)       Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business;

(q)       Indebtedness of the Borrower or any Subsidiary consisting of the financing of insurance premiums owed to the provider of such insurance or an affiliate thereof in the ordinary course of business; and

(r)        Guarantees by the Borrower or any Subsidiary in respect of any Indebtedness of the Borrower or any Subsidiary otherwise permitted to be incurred by the Borrower or such Subsidiary hereunder; provided that (i) Guarantees in respect of any Junior Indebtedness shall not be permitted unless the guaranteeing party shall have also provided a guarantee of the Obligations on the terms set forth in the Guaranty and (ii) if the Indebtedness being guaranteed is subordinated to the Obligations, such guarantee shall be subordinated to the guarantee of the obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness.

For purposes of determining compliance with this Section 6.01 or Section 6.06, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Effective Date, on the Effective Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Effective Date, on the date on which such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums), accrued interest, defeasance costs and other costs and expenses incurred in connection with such refinancing.

In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence. “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the accretion of original issue discount, or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

SECTION 6.02     Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

(a) Liens created pursuant to the Loan Documents;

(b) Permitted Liens;

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(c)        any Lien on any property or asset of the Borrower or any of its Subsidiaries existing on the Effective Date and set forth on Schedule 6.02; provided that (i) no such Lien shall extend to any other property or asset of the Borrower or any of its Subsidiaries other than proceeds and products thereof and (ii) any such Lien shall secure only those obligations which it secures on the Effective Date and extensions, renewals, modifications, restatements, replacements and combinations thereof that are permitted pursuant to Section 6.01(b);

(d)       Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d) (including any Permitted Refinancing Indebtedness in respect thereof), (ii) such security interests and the Indebtedness secured thereby are incurred prior to, at the time of or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary other than proceeds and products of such fixed or capital assets;

(e)       any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the Effective Date prior to the time such Person becomes a Subsidiary; provided that (i) such security interests secure Indebtedness permitted by Section 6.01(d), (e) or (j), (ii) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (iii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary other than proceeds and products of such acquired assets and (iv) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that are permitted pursuant to Section 6.01(e);

(f)        Liens as a result of the filing of UCC financing statements as precautionary measure in connection with leases, operating leases or consignment arrangements;

(g)        Liens to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02 (other than Section 6.02(n)); provided that (i) such Lien does not extend to any other property (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being refinanced, refunded, extended, renewed or replaced) and (ii) except as contemplated by the definition of “Permitted Refinancing Indebtedness,” the aggregate principal amount of Indebtedness secured by such Lien is not increased;

(h)       Liens securing Indebtedness or other obligations not prohibited hereunder, in each case of the Borrower or a Subsidiary owed to the Borrower or a Subsidiary; provided that no Loan Party shall grant a Lien in favor of a non-Loan Party;

(i)         Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Borrower or any Subsidiary on deposit with or in possession of such bank and that are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions;

(j) [reserved];

(k)       options, put and call arrangements, rights of first refusal and similar rights relating to Investments in joint ventures, partnerships and the like;

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(l)        Liens solely on any cash money deposits made by the Borrower or any Subsidiary pursuant to merger agreements, stock or asset purchase agreements and Liens on assets to be disposed of pending a Disposition permitted hereunder of such assets pursuant to any asset purchase agreement or similar agreement;

(m) Liens securing Indebtedness incurred under Section 6.01(h) and Section 6.01(i); and

(n)       Liens not otherwise permitted by this Section 6.02 so long as neither (i) the aggregate outstanding principal amount of the obligations secured thereby nor (ii) the aggregate fair market value (determined as of the date such Lien is incurred) of the assets subject thereto exceeds (as to the Borrower and all Subsidiaries) $500,000.

SECTION 6.03      Mergers, Consolidations, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation or division, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or undergo an LLC Division, except that:

(a)        any Subsidiary may be merged or consolidated with or into the Borrower, so long as the Borrower is the surviving entity;

(b)       any Subsidiary may be merged or consolidated with or into any other Subsidiary, so long as if any Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is a Loan Party;

(c)        the Borrower and any Subsidiary may merge or consolidate with any other Person in a transaction in which (i) the Borrower is the surviving or continuing Person or (ii) only with respect to a Subsidiary, (x) a Loan Party is the surviving or continuing Person or the Person formed by or surviving any such merger or consolidation becomes a Loan Party concurrently with such merger or consolidation or (y) the Subsidiary is not the surviving Person but such merger or consolidation is permitted under Section 6.04;

(d)       any Subsidiary may be merged or consolidated in connection with the consummation of the Qualifying SPAC Transaction to the extent that such merger or consolidation is expressly required or permitted by any Qualifying SPAC Transaction Agreement, in accordance with the applicable terms, conditions and other provisions thereof;

(e)       so long as no Default or Event of Default exists or would result therefrom, any Disposition permitted by Error! Reference source not found. and any merger, amalgamation, consolidation, dissolution, liquidation, investment or Disposition the purpose of which is to effect a Disposition permitted by Error! Reference source not found. may be consummated; and

(f)        any Subsidiary may be wound up, dissolved or liquidated if the Borrower determines in good faith such winding up, liquidation or dissolution is in the best interests of the Borrower and not materially disadvantageous to the Lenders and all assets (if any) of such Subsidiary are transferred to a Loan Party prior to such wind up, dissolution or liquidation.

SECTION 6.04      Dispositions. The Borrower will not, and will not permit any of its Subsidiaries to Dispose of, in one transaction or a series of transactions, any part of its business or property, whether now owned or hereafter acquired, except:

(a)       damaged, obsolete, unusable, surplus, used or worn out property, tools or equipment no longer used or useful in its business;

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(b)       any inventory or other property sold or disposed of in the ordinary course of business and for fair consideration;

(c)       Dispositions to the Borrower or a Subsidiary, including the sale or issuance by the Borrower or any Subsidiary of any Capital Stock of any Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party, (ii) to the extent constituting an Investment, such Investment must be an Investment in a Subsidiary that is not a Loan Party permitted by Section 6.06, or (iii) to the extent constituting a Disposition to a Subsidiary that is not a Loan Party, such Disposition is for fair market value and any promissory note or other non-cash consideration received in respect thereof is an Investment in a Subsidiary that is not a Loan Party permitted by Section 6.06;

(d)       any Subsidiary of the Borrower may sell, lease, transfer or otherwise dispose of any or all of its property to the Borrower or any wholly-owned Subsidiary of the Borrower that is a Loan Party;

(e)       the Capital Stock of any Subsidiary may be sold, transferred or otherwise disposed of to the Borrower or any wholly-owned Subsidiary of the Borrower that is a Loan Party;

(f)        Dispositions in connection with the consummation of the Qualifying SPAC Transaction, to the extent such Disposition is expressly required or permitted by any Qualifying SPAC Transaction Agreement, in accordance with the applicable terms, conditions and other provisions thereof;

(g)       [reserved];

(h)       Dispositions to effect transactions permitted pursuant to Sections 6.02, 6.03 (other than Section 6.03(c)(y)) and 6.07;

(i)        the abandonment, allowance to lapse or expiration of any immaterial intellectual property in the ordinary course of business;

(j)        Dispositions of cash and Cash Equivalents in the ordinary course of business;

(k)       Dispositions of defaulted receivables in the ordinary course of business or in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceeding;

(l)        Dispositions of assets resulting from condemnation or casualty events;

(m)      other Dispositions of assets having a fair market value of not more than $500,000 in the aggregate in any fiscal year;

(n)       the unwinding or termination of any Hedging Agreement;

(o)       leases of real or personal property and non-exclusive licenses and sub-licenses of intellectual property, in each case, in the ordinary course of business which do not materially interfere with the business of the Borrower and its Subsidiaries; and

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(p)       Dispositions for fair market value (as reasonably determined by the Borrower in good faith) of non-core assets acquired in connection with an Acquisition permitted hereunder by the Borrower or any Subsidiary, provided that the marketing of such Disposition commences within 90 days of such Acquisition, and provided, further, that such non-core assets are designated at time of the Acquisition by the Borrower in writing to the Administrative Agent as being held for sale and not for the continued operation of the Borrower or any of its Subsidiaries or any of their respective businesses.

SECTION 6.05      Lines of Business. The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the Effective Date and businesses reasonably related, complementary, adjacent, incidental or ancillary thereto and vertical or horizontal reasonably related expansions thereof.

SECTION 6.06     Investments and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, make or suffer to exist any Investment in any Person or purchase, except:

(a) cash and Cash Equivalents;

(b)       Investments (other than Investments permitted under clauses (a) and (c) of this Section) existing on the Effective Date and set forth on Schedule 6.06 and any Investment that replaces, refinances or refunds any Investment made pursuant to this Section 6.06(b); provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Effective Date or (y) as otherwise permitted hereunder;

(c)       (i) Investments by any Loan Party in any other Loan Party; (ii) Investments by any Loan Party in JET-TALK Limited so long as concurrently with such Investment, JET-TALK Limited becomes a Loan Party; and (iii) Investments by the Borrower or any Subsidiary in any Subsidiary that is not a Loan Party; provided that (x) any Investment made by any Subsidiary that is not a Loan Party in any Loan Party shall be unsecured and subordinated in right of payment to the Guaranteed Obligations pursuant to an intercompany note in form and substance acceptable to the Administrative Agent and the Required Lenders and (y) Investments by Loan Parties in Subsidiaries that are not Loan Parties shall (A) not exceed $250,000 in the aggregate in any fiscal year (measured when such Investment is made) and (B) be limited to Investments to fund operating expenditures thereof that are incurred in the ordinary course of business and are consistent with past practices;

(d) Indebtedness permitted by Section 6.01 (other than Section 6.01(c));

(e) purchases of inventory and other property to be sold or used in the ordinary course of business;

(f)        Acquisitions after the Effective Date by the Borrower or any other Loan Party; provided that (i) if such Acquisition is an acquisition of Capital Stock of a Person, such Acquisition shall not be opposed by the Board of Directors (or similar governing body) of such Person and shall, to the extent required by the terms hereof, become a Loan Party in accordance with this Agreement, (ii) no Default or Event of Default shall have then occurred and be continuing or would result therefrom, (iii) after giving effect to such Acquisition on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 3.75 to 1.00, in each case, as of the last day of the most recently ended Reference Period and (iv) prior to the consummation of any such Acquisition, the Administrative Agent shall have received a certificate of a Responsible Officer setting forth the calculations required to determine compliance with clause (iii) above and certifying that the conditions set forth in this clause (f) with respect to such Acquisition have been satisfied (any Acquisition that satisfies the requirements of this clause (f), a “Permitted Acquisition”);

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(g)       Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business and Investments (including debt obligations) received by the Borrower and its Subsidiaries in connection with the bankruptcy or reorganization of suppliers and/or customers and in good faith settlement of delinquent obligations of, and other disputes with, customers and/or suppliers arising in the ordinary course of business;

(h)       Investments under (i) Hedging Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities and (ii) Permitted Bond Hedge Transactions;

(i)        bona fide loans and advances to employees and officers of the Borrower and its Subsidiaries for the purpose of paying payroll, travel and related expenses and other loans and advances incurred for proper business purposes of the Borrower or such Subsidiary;

(j)        Investments received by the Borrower and its Subsidiaries in connection with any Disposition permitted by Section 6.04;

(k)       Investments held by any Person that becomes a Subsidiary after the Effective Date; provided that (i) such Investments exist at the time such Person becomes a Subsidiary and are not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) such Investments shall not be increased after such time unless such increase is permitted by another clause of this Section;

(l) [reserved];

(m) [reserved];

(n) Investments received in compromise or resolution of litigation, arbitration or other disputes;

(o) endorsements for collection or deposit in the ordinary course of business;

(p)       (i) Investments made pursuant to surety bonds, performance bonds, bid bonds, appeal bonds and related letters of credit or similar obligations, in each case, to the extent such surety bonds, performance bonds, bid bonds, substituting appeal bonds, related letters of credit and similar obligations are permitted under this Agreement and (ii) Investments consisting of indemnification obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations or to secure liabilities to insurance carriers under insurance arrangements, or good faith deposits, prepayments or cash payments in connection with bids, tenders, contracts or leases or for payment of rent, in each case of clauses (i) and (ii), entered into in the ordinary course of business;

(q) [reserved];

(r)        Investments to the extent that (i) the payment for such Investment is made solely with newly issued Capital Stock of the Borrower (other than Disqualified Capital Stock), (ii) such Investment is in compliance with the other provisions of this Agreement, and (iii) Investments made upon reliance of this clause (r) do not exceed an aggregate amount of $1,000,000 at any time outstanding during the term of this Agreement; and

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(s)       in addition to Investments otherwise expressly permitted by this Section 6.06, Investments by the Borrower or any of its Subsidiaries in an aggregate amount (valued at cost on the date such Investment was made) not to exceed $1,000,000 (measured at the time of such Investment) at any time outstanding during the term of this Agreement.

For the avoidance of doubt, if any Investment is made in any Subsidiary of the Borrower that at the time of such Investment was not a Loan Party and was incurred pursuant to Section 6.06(c) and such Subsidiary subsequently becomes a Loan Party, such Investment shall at the time that such Subsidiary constitutes a Loan Party be deemed to constitute an incurrence of a new Investment in the amount thereof under Section 6.06(c)(i) and such amount thereof shall be restored to the amounts in Section 6.06(c)(iii).

SECTION 6.07      Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that:

(a)       the Borrower and each Subsidiary may declare and pay dividends with respect to its Capital Stock payable solely in additional shares of its Capital Stock (other than Disqualified Stock);

(b)       the purchase, redemption or other acquisition or retirement for value of equity interests of the Borrower held by current officers, directors or employees or former officers, directors or employees (or their estates or beneficiaries under their estates or their immediate family members) of the Borrower or any of its Subsidiaries upon death, disability, retirement, severance or termination of employment or pursuant to any agreement under which the equity interests were issued; provided that the aggregate cash consideration paid therefor after the date hereof in any fiscal year does not exceed $250,000;

(c)        the Borrower or any of its Subsidiaries (i) may repurchase Capital Stock if such Capital Stock represents a fractional portion of the exercise price of any option or warrant upon the exercise thereof and (ii) may make cash payments in lieu of fractional shares or Capital Stock upon the repurchases of equity interests in connection with the withholding of a portion of the Capital Stock granted or awarded to a director or an employee of the Borrower to pay for the taxes payable by such director or employee upon such grant or award;

(d)       so long as no Event of Default shall have occurred and is continuing or would result therefrom, other Restricted Payments made pursuant to this Section 6.07(d) in an amount not to exceed $500,000;

(e)       the Borrower may declare, pay or make any dividend or other distribution of shares of Capital Stock to the extent necessary to effect any conversion, exchange, recapitalization, stock split or consolidation of, or similar transaction in, its Capital Stock in connection with the consummation of the Qualifying SPAC Transaction that is expressly required or permitted by any Qualifying SPAC Transaction Agreement, in accordance with the applicable terms, conditions and other provisions thereof;

(f) [reserved];

(g) [reserved]; and

(h)            after the consummation of the Qualifying SPAC Transaction, (i) any payments in connection with a Permitted Bond Hedge Transaction and (ii) the settlement of any related Permitted Warrant Transaction (A) by delivery of shares of the Borrower’s Capital Stock upon settlement thereof or (B) by (x) set-off against the related Permitted Bond Hedge Transaction or (y) payment of an early termination amount thereof in Capital Stock upon any early termination thereof;

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provided that nothing herein shall be deemed to prohibit (x) the payment of dividends by any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower or, if applicable, any minority shareholder of such Subsidiary (in accordance with the percentage of the Capital Stock of such Subsidiary owned by such minority shareholder) and (y) repurchases of Capital Stock deemed to occur as a result of the surrender of such Capital Stock for cancellation in connection with the exercise of stock options or warrants.

SECTION 6.08     Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except:

(a)       transactions in the ordinary course of business at prices and on terms and conditions not less favorable to any Loan Party or such Subsidiary than could be obtained on an arm’s length basis from a Person that is not an Affiliate;

(b)       transactions between or among the Borrower and its wholly-owned Subsidiaries not involving any other Affiliate;

(c) any Investment permitted by Section 6.06;

(d) any Restricted Payment permitted by Section 6.07;

(e)       employment and severance arrangements between the Borrower and its Subsidiaries and their respective directors, officers, employees, members of management or consultants in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business;

(f)        the payment of reasonable and customary (as determined in good faith by the Borrower) regular fees, compensation, indemnification and other benefits to current, former and future directors of the Borrower or a Subsidiary who are not employees of the Borrower or such Subsidiary, including reimbursement or advancement of reasonable and documented out-of-pocket expenses and provisions of liability insurance;

(g)       loans or advances to officers, directors or employees of the Borrower in the ordinary course of business of the Borrower or its Subsidiaries or otherwise made on their behalf in an amount not to exceed $100,000 in the aggregate; and

(h)       any issuance of Capital Stock (other than Disqualified Capital Stock) of the Borrower or any capital contribution to the Borrower.

SECTION 6.09      Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any shares of its Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary or to guarantee Indebtedness of the Borrower or any other Subsidiary; except:

(i) restrictions and conditions imposed by law or by this Agreement;

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(ii)        restrictions and conditions existing on the Effective Date set forth on Schedule 6.09 (and any extension or renewal, or any amendment or modification, thereof not expanding the scope of, any such restriction or condition);

(iii)      customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder;

(iv)      (with respect to clause (a) above) (x) restrictions or conditions imposed by any secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and other Indebtedness permitted by this Agreement to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement and (y) customary provisions in leases, licenses and other contracts restricting the assignment thereof;

(v)       restrictions and conditions which are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary of the Borrower so long as such restrictions or conditions were not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower;

(vi)      customary restrictions and conditions contained in the document relating to any consensual Lien, so long as (i) such Lien is permitted by Section 6.02 and such restrictions or conditions relate only to the specific asset(s) subject to such Lien and (ii) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.09;

(vii)     customary provisions in joint venture agreements and other similar agreements applicable to joint ventures or the equity interests therein;

(viii)    customary restrictions contained in leases, subleases, licenses, sublicenses or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto;

(ix)       restrictions on cash or other deposits imposed under contracts entered into in the ordinary course of business;

(x)        (with respect to clause (a) above) provisions in any lease or lease agreement, or any restrictions or conditions imposed by any landlord, prohibiting or restricting the granting, creation or incurrence of any liens on any premises leased by the Borrower or any of its Subsidiaries; and

(xi)       provisions in any agreement evidencing an amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing of the obligations referred to in this Section 6.09; provided that such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, not materially less favorable to the Loan Party with respect to such limitations than those applicable pursuant to such obligations prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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SECTION 6.10     Optional Payments and Modifications of Subordinated Debt.

(a)       The Borrower will not, and will not permit any of its Subsidiaries to, make or offer to make any optional or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally or voluntarily defease or segregate funds with respect to any Junior Indebtedness (collectively, “Restricted Debt Payments”), except:

(i)         payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to subordinated Indebtedness that are prohibited by the subordination provisions thereof) and payments of principal at scheduled maturity of such Junior Indebtedness; and

(ii)       the repayment, redemption, repurchase, defeasance or other acquisition or retirement for value of Junior Indebtedness (x) with the net cash proceeds of, or in exchange for, any Permitted Refinancing Indebtedness, (y) in exchange for, or out of the proceeds of, a substantially concurrent cash or non-cash contribution (within 60 days deemed as substantially concurrent) to the capital of the Borrower or a substantially concurrent offering (with any offering within 60 days deemed as substantially concurrent) of equity interests of the Borrower or (z) other than with respect to Indebtedness incurred pursuant to Section 6.01(f), in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within 360 days of the date of such repayment, prepayment, redemption, repurchase, defeasance, acquisition or retirement.

(b)       The Borrower will not amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms (taken as a whole) of any Junior Indebtedness in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

(c)       The Borrower shall not, and shall not permit any of its Subsidiaries to, make any cash payment to the holders of Convertible Indebtedness (other than scheduled cash interest payments and ordinary course fees), or otherwise in respect of Convertible Indebtedness, upon conversion, exchange or settlement thereof (other than cash in lieu of fractional shares or required repurchases in connection with a Fundamental Change (howsoever defined in any indenture governing any Convertible Indebtedness) with respect to any Convertible Indebtedness permitted to be incurred under the terms of this Agreement).

SECTION 6.11     Financial Covenant. The Borrower shall not permit Qualified Cash at all times to be less than $10,000,000 plus the amount by which the Loan Parties’ total accounts payable under IFRS is not paid by the 60^th day after the due date associated with such accounts (the “Liquidity Covenant”). The Liquidity Covenant shall be tested (a) commencing on the Effective Date and until the date the Borrower delivers an officer’s certificate pursuant to Section 5.01(c) demonstrating that the Borrower’s Total Leverage Ratio as of the last day of the applicable Reference Period is less than or equal to 6.00 to 1.00 and (b) commencing on and after the delivery of any officer’s certificate required pursuant to Section 5.01(c) demonstrating that the Borrower’s Total Leverage as of the last day of the applicable Reference Period is greater than or equal to 6.00 to 1.00 (it being understood that if any such officer’s certificate required to be delivered is not delivered, the Liquidity Covenant shall go into effect on the day such certificate was required to be delivered pursuant to Section 5.01(c)) and until the delivery of an officer’s certificate pursuant to Section 5.01(c) demonstrating that the Borrower’s Total Leverage Ratio as of the last day of the applicable Reference Period is less than or equal to 6.00 to 1.00.

SECTION 6.12     IIA Grants. From the Effective Date, the Borrower will not, and will not permit any Subsidiary to, accept or receive any grant or funding from the Israeli Innovation Authority nor shall it apply for or request any change or increase to any existing grant or funding, in each case without the prior written consent of the Required Lenders.

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SECTION 6.13      Changes in Fiscal Periods. The Borrower will not permit the fiscal year of the Borrower or any other Loan Party to end on a day other than December 31 or change any Loan Party’s method of determining fiscal quarters.

SECTION 6.14      Amendments to Organizational Documents. The Borrower will not, and will not permit the Borrower or any of its Subsidiaries to, amend its organizational documents, other than amendments that do not adversely affect in any material respect the Administrative Agent’s Lien and security interest under the Security Documents.

SECTION 6.15     Use of Proceeds. The Borrower will not use, and, to the knowledge of the Borrower, the respective directors, officers, employees and agents of the Borrower and its Subsidiaries shall not use, the proceeds of any Term Loan (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions or (c) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 6.16     Intellectual Property. The Borrower will not and will not permit any other Loan Party, to transfer (other than any non-exclusive license or sublicense with respect thereto) any Intellectual Property owned by any Loan Party that is material to the business of the Loan Parties, taken as a whole, to any Subsidiary that is not a Loan Party.

ARTICLE VII

EVENTS OF DEFAULT

If any of the following events (“Events of Default”) shall occur:

(a)       the Borrower shall fail to pay any principal of any Term Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b)       the Borrower shall fail to pay any interest on any Term Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or under any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five or more Business Days;

(c)       any representation or warranty made or deemed made by the Borrower or any other Loan Party in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document required to be delivered in connection with this Agreement or any other Loan Document or any such amendment, modification or waiver, shall prove to have been incorrect in any material respect when made or deemed made;

(d)       any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.02(a), 5.03 (with respect to the existence of any Loan Party), 5.10 or in Article VI;

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(e)       any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article) or any other Loan Document and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent to the Borrower;

(f)        the Borrower or any of its Subsidiaries shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (with all applicable grace periods having expired);

(g)       any event or condition occurs that results in any Material Indebtedness of the Borrower or any of its Subsidiaries becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h)        an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary (other than any Excluded Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect (including any relief having similar effect available under the Israeli Insolvency Law, whether temporary or permanent) or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary (other than any Excluded Subsidiary) or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i)        the Borrower or any Subsidiary (other than any Excluded Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law ´now or hereafter in effect (including any relief having similar effect available under the Israeli Insolvency Law, whether temporary or permanent), (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, or (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary (other than any Excluded Subsidiary) or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors;

(j)         one or more final, non-appealable judgments for the payment of money in an aggregate amount in excess of $3,000,000 (not covered by insurance where the carrier has not denied responsibility) shall be rendered against the Borrower or any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 45 consecutive days during which execution shall not be effectively stayed or bonded;

(k)        an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(l) a Change in Control shall occur; or

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(m)      (i) subject to, in the case of the Foreign Parties, the Perfection Requirements and in the case of the English Loan Parties, the Legal Reservations, the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on any material Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required herein or therein) in favor of the Administrative Agent, for the benefit of the Secured Parties, free and clear of all other Liens (other than Liens permitted under Section 6.02 or under the respective Security Documents), or, except for expiration or termination in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by any Loan Party, (ii) at any time after the execution and delivery thereof, the Guaranty Agreement, for any reason other than the satisfaction in full of all Guaranteed Obligations or the expiration or termination in accordance with its terms, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void, or any Loan Party shall contest the validity, enforceability, perfection or priority of the Guaranty, any Loan Document, or any Lien granted thereunder in writing or deny in writing that it has any further liability, including with respect to future advances by the Lenders, under any Loan Document to which it is a party, or (iii) this Agreement or any Loan Document purporting to grant a Lien on a material portion of the Collateral shall fail to be in full force and effect or to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers, priority and privileges purported to be created thereby (except (x) as such documents may be terminated or no longer in force and effect in accordance with the terms thereof, other than those indemnities and provisions which by their terms shall survive) or any Lien shall fail to be a first priority, perfected Lien on a material portion of the Collateral (except as a result of the Administrative Agent’s failure to (A) maintain possession of any stock certificate, promissory note or other instrument delivered to it under any Security Document or (B) file Uniform Commercial Code continuation statements; (provided that in the case of each of subclauses (A) and (B) the Loan Parties shall have taken such remedial action as the Administrative Agent may reasonably request));

then, and in every such event (other than any event with respect to any Loan Party described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders shall, by notice to the Borrower, declare the Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder (including the Applicable Prepayment Premium and any interest added to the principal of the Term Loans pursuant to the terms of this Agreement), shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to any Loan Party described in clause (h) or (i) of this Article, the principal of the Term Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01      Authorization and Action.

(a)       Each Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the Administrative Agent under the Loan Documents and each Lender authorizes the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender hereby grants to the Administrative Agent any required powers of attorney to execute and enforce any Security Document governed by the laws of such jurisdiction on such Lender’s behalf. Without limiting the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

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(b)       As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c)       In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i)        the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby; and

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(ii)       nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account;

(d)       The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the bad faith, negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with bad faith, gross negligence or willful misconduct in the selection of such sub-agent.

(e)       Whenever reference is made in this Agreement or any Loan Document to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Administrative Agent or to any amendment, waiver or other modification of this Agreement to be executed (or not to be executed) by the Administrative Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion or rights or remedies to be made (or not to be made) by the Administrative Agent, it is understood that in all cases the Administrative Agent shall be acting, giving, withholding, suffering, omitting, making or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed in writing by the Required Lenders or such other number or percentage of Lenders as may be expressly specified in this Agreement or the other Loan Documents. This provision is intended solely for the benefit of the Administrative Agent and such Person’s respective successors and permitted assigns and is not intended to, and will not, entitle the other parties hereto to any defense, claim or counterclaims under or in relation to any Loan Documents, or confer any rights or benefits on any party hereto.

(f)        In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(i)        to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Term Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim under Sections 2.13, 2.14, 2.16, 2.18 and 9.03) allowed in such judicial proceeding; and

(ii)        to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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(g)       The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

SECTION 8.02     Administrative Agent’s Reliance, Indemnification, Etc.

(a)       Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of (A) its own bad faith, gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b)      The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower, a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent, or (vi) the creation, perfection or priority of Liens on the Collateral.

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(c)       Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04, (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Term Loan that by its terms must be fulfilled to the satisfaction of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender sufficiently in advance of the making of such Term Loan and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

SECTION 8.03      Posting of Communications.

(a)       The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b)       Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Lenders and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c)       THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

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“Communications” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Lender by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.

(d)       Each Lender agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(e) Each of the Lenders and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(f) Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

SECTION 8.04      The Administrative Agent Individually. With respect to its Term Commitment and Term Loans, the Person serving as the Administrative Agent, if making a Term Commitment and Term Loans hereunder, shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. The terms “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders.

SECTION 8.05      Successor Administrative Agent.

(a)       The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower, whether or not a successor Administrative Agent has been appointed; provided that no such resignation shall be effective until the Required Lenders and the Borrower have a reasonable opportunity to review and agree to any amendments to this Agreement for operational changes as required by any successor Administrative Agent, such review and agreement period not to exceed thirty (30) days’ following the Administrative Agent’s prior written notice and such agreement not to be unreasonably withheld, conditioned or delayed. Upon any such resignation, the Required Lenders shall have the right, with the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing), to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

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(b)       Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub -agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause (i) above.

SECTION 8.06      Acknowledgements of Lenders.

(a)       Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Term Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(b)      Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

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SECTION 8.07      Collateral Matters.

(a)       Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.

(b)      The Secured Parties irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 6.02. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

(c)       Nothing herein shall require the Administrative Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein or in any other Loan Document and such responsibility shall be solely that of Borrower.

SECTION 8.08      Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid.

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SECTION 8.09      Certain ERISA Matters.

(a)       Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, that at least one of the following is and will be true:

(i)        such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Term Loans, the Term Commitments or this Agreement,

(ii)       the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable so as to exempt from the prohibitions of ERISA Section 406 and Code Section 4975 such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement, and the conditions for exemptive relief thereunder are and will continue to be satisfied in connection therewith,

(iii)      (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Term Loans, the Term Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Term Loans, the Term Commitments and this Agreement, or

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(iv)      such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b)       In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) such Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) acknowledges, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of the Administrative Agent, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in the Term Loans, the Term Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01      Notices.

(a)       Notices Generally. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, (i) if to the Borrower or the Administrative Agent as set forth in Schedule 9.01; and (ii) if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

(b)       Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c)       Change of Address, Etc. Any party hereto may change its address, electronic mail address, telephone number or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

SECTION 9.02      Waivers; Amendments.

(a)       No Deemed Waivers; Remedies Cumulative. No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Term Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at the time.

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(b)       Amendments. Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders or by the Loan Parties and the Administrative Agent with the consent of the Required Lenders (except that in the case of an amendment, consent or waiver to cure any manifest ambiguity, omission, defect or inconsistency or granting a new Lien for the benefit of the Secured Parties or extending an existing Lien over additional property, such amendment, consent or waiver shall be effective if it is in writing and signed by the Administrative Agent and the Borrower and is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof); provided that no such agreement shall:

(i) [reserved];

(ii)       reduce the principal amount of any Term Loan or reduce the rate of interest thereon (other than the waiver of the application of the default rate of interest pursuant to Section 2.14(c) which shall only require the consent of the Required Lenders), or reduce any fees payable hereunder, without the written consent of each Lender directly adversely affected thereby;

(iii)      postpone the scheduled date of payment of the principal amount of any Term Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Term Commitment, without the written consent of each Lender directly adversely affected thereby, it being understood that the waiver (or amendment to the terms of) any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(iv)      change Section 2.19(b), (c) or (d) or Section 6.06 of the Security Agreement in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender or other Secured Party affected thereby;

(v)       change any of the provisions of this Section or the definition of the term “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender affected thereby; or

(vi)      release all or substantially all of the Subsidiary Guarantors from their Guaranteed Obligations or all or substantially all of the Collateral, in each case without the written consent of each Lender;

and provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent.

In addition, any provision of this Agreement or any other Loan Document may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, defect or inconsistency (including, without limitation, amendments, supplements or waivers to any of the Security Documents, Guaranty Agreement or related documents executed by any Loan Party or any other Subsidiary in connection with this Agreement if such amendment, supplement or waiver is delivered in order to cause such Security Documents, guarantees or related documents to be consistent with this Agreement and the other Loan Documents) so long as, in each case, the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.

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Except as otherwise provided in this Section with respect to this Agreement, the Administrative Agent may, with the prior consent of the Required Lenders (but not otherwise), consent to any modification, supplement or waiver under any of the Security Documents.

SECTION 9.03      Expenses; Indemnity; Damage Waiver.

(a)       Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out of pocket expenses incurred by the Administrative Agent and the Lenders, including the reasonable fees, disbursements and other charges of counsel for the Administrative Agent and the Lenders (limited to Latham & Watkins LLP (“Latham”), Porter Hedges LLP (“Porter”), and, to the extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction), in connection with the syndication of the credit facilities provided for herein, the preparation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) [reserved], and (iii) all reasonable and documented out of pocket expenses incurred by the Administrative Agent or any Lender, including the fees, disbursements and other charges of any counsel for the Administrative Agent or any Lender (limited to Latham, Porter and, to the extent necessary, one law firm acting as special outside counsel in each relevant jurisdiction and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including its rights under this Section, or in connection with the Term Loans made, including all such reasonable and documented out-of-pocket expenses incurred during any workout, restructuring, forbearance or negotiations in respect thereof; provided that, in the event any other Person becomes a successor Administrative Agent in accordance with Section 8.05, this Section 9.03 shall also require the Borrower to reimburse all reasonable and documented fees, disbursements and charges of counsel to such successor Administrative Agent in connection with any of the foregoing (it being understood that Latham and Herzog shall continue to serve as legal counsel for the Lenders and nothing in this proviso shall limit the Borrower’s obligations under this Section 9.03(a) to otherwise reimburse all reasonable and documented fees, disbursements and other charges of Latham and Herzog, as counsel to the Lenders, including after the appointment of such successor Administrative Agent).

(b)       Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) from and against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits and related costs, expenses and disbursements, including the fees, charges and disbursements of any counsel (limited to a single outside counsel to such Indemnitees, taken as a whole, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions) and, solely in the event of an actual or perceived conflict of interest, one additional counsel (and, if necessary, one local counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)), to each group of similarly situated affected Indemnitees taken as a whole) for any Indemnitee, incurred by or asserted against any Indemnitee or to which any Indemnitee may become subject, arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Term Loan or the use of the proceeds therefrom, (iii) any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses resulted from (x) the gross negligence, willful misconduct or bad faith of such Indemnitee or any of its Related Parties as determined by a court of competent jurisdiction by final and nonappealable judgment, (y) a material breach by such Indemnitee or any of its Related Parties of its obligations under this Agreement or any other Loan Document determined by a court of competent jurisdiction by final and nonappealable judgment, or (z) a dispute arising solely among Indemnitees (other than any dispute with an Indemnitee in its capacity or in fulfilling its role as the Administrative Agent or any other similar role under any Loan Document) not arising out of any act or omission on the part of the Borrower or its Affiliates.

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(c)       Reimbursement by Lenders. To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the outstanding Term Loans at such time) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent.

(d)       Waiver of Consequential Damages, Etc. To the extent permitted by applicable law, neither the Borrower, the Administrative Agent, any Loan Party or any Lender shall assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan, or the use of the proceeds thereof; provided that nothing in this clause (d) shall limit the obligations of the Borrower to indemnify an Indemnitee against special, indirect, consequential or punitive damages to the extent required under Section 9.03(b).

(e)       Payments. All amounts due under this Section shall be payable promptly after written demand therefor.

(f)        For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes resulting from any non-Tax claim, shall be covered by Section 2.18 and shall not be covered by this Section 9.03.

SECTION 9.04 Successors and Assigns; Participations.

(a)       Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)       Assignments by Lenders.

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(i)        Assignments Generally. Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees, other than a natural person, a Disqualified Lender, any Loan Party or any of its Affiliates, all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Commitment and the Term Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of:

(A)      the Borrower; provided that no consent of the Borrower shall be required (x)   for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund, or (y) if an Event of Default has occurred and is continuing, an assignment to any Person (other than a natural Person or a Disqualified Lender); provided, further, that the Borrower shall be deemed to have consented to any such assignment unless the Borrower shall object thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; and

(B)      the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund.

(ii)            Certain Conditions to Assignments. Assignments shall be subject to the following additional conditions:

(A)     except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Term Commitments or Term Loans, (1) the amount of the Term Commitment or Term Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000, unless each of the Borrower and the Administrative Agent otherwise consent; provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;

(B)      each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C)       (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for any assignment to an assignee that is not a Lender or an Affiliate of a Lender (provided that the Administrative Agent may, in its sole discretion, elect to reduce or waive such processing and recordation fee in the case of any assignment) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and

(D)     the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent the applicable tax forms required by Section 2.18(e) and an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

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(iii)       Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.18 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv)      Maintenance of Register. The Administrative Agent, acting for this purpose solely as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Term Commitment of, and principal amount (and stated interest) of the Term Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and by any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v)        Acceptance of Assignments by Administrative Agent. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the applicable tax forms required by Section 2.18(e), the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c)       Participations.

(i)        Participations Generally. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (other than to a natural person, a Disqualified Lender or any Loan Party or any of its Affiliates) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Term Commitment and the Term Loans owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16 and 2.18 (subject to the requirements and limitations of such Sections, including the requirement to provide the forms and certificates pursuant to Section 2.18(e) (it being understood that the documentation required under Section 2.18(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.19(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Term Loans or other obligations under this Agreement (the “ Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Term Loans or other obligations under this Agreement), except to the extent that such disclosure is necessary to establish that such Term Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender, each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. The Borrower and the Lenders expressly acknowledge that the Administrative Agent (in its capacity as such or other agent hereunder) shall not have any obligation to monitor whether participations are made to Disqualified Lenders or natural persons and none of the Borrower or the Lenders will bring any claim to such effect.

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(ii)       Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under Section 2.16 or 2.18 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless (i) the sale of the participation to such Participant is made with the Borrower’s prior written consent (such consent not to be unreasonably withheld, it being understood that the Borrower may withhold its consent if such participation could be reasonably expected to result in any increase in the Borrower’s payment obligations under Section 2.16 or 2.18) or (ii) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. No Participant shall be entitled to the benefits of Section 2.18 unless such Participant agrees, for the benefit of the Borrower, to comply with Section 2.18(e) as though it were a Lender.

(d)       Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (other than to any Disqualified Lender or any natural person) to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(e)       No Assignments to Certain Persons. Notwithstanding anything herein to the contrary, no assignment made and no participations sold pursuant to this Section 9.04 shall be made or sold, as applicable, to (i) any Loan Party or any Loan Party’s Affiliates or Subsidiaries, (ii) a natural person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or (iii) a Disqualified Lender.

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(f)      Disqualified Lenders.

(i)       If any assignment or participation under this Section 9.04 is made to any Disqualified Lender without the Borrower's prior written consent (any such person, a “Disqualified Person”), then the Borrower may, at its sole expense and effort, upon notice to the applicable Disqualified Person and the Administrative Agent, (A) terminate any Term Commitment of such Disqualified Person and repay all obligations of the Borrower owing to such Disqualified Person, (B) in the case of any outstanding Term Loan held by such Disqualified Person, purchase such Term Loan and/or (C) require such Disqualified Person to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 9.04), all of its interests, rights and obligations under this Agreement; provided that (I) in the case of clause (B), the applicable Disqualified Person has received payment of an amount equal to the lesser of (1) par and (2) the amount that such Disqualified Person paid for the applicable Term Loans, plus accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the Borrower, (II) [reserved], (III) in the case of clause (C), the relevant assignment shall otherwise comply with this Section 9.04 (except that no registration and processing fee required under this Section 9.04 shall be required with any assignment pursuant to this paragraph) and (IV) in no event shall such Disqualified Person be entitled to receive amounts to which it would otherwise be entitled under Section 2.14(c). Further, whether or not the Borrower has taken any action described in the preceding sentence, no Disqualified Person identified by the Borrower to the Administrative Agent (A) shall be permitted to (x) receive information (including financial statements) provided by any Loan Party, the Administrative Agent or any Lender and/or (y) attend and/or participate in conference calls or meetings attended solely by the Lenders and the Administrative Agent, (B) (x) for purposes of determining whether the Required Lenders have (i) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, shall have a right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action; it being understood that all Term Loans held by any Disqualified Person shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders, or all Lenders have taken any action, and (y) shall be deemed to vote in the same proportion as Lenders that are not Disqualified Persons in any proceeding under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect commenced by or against the Borrower or any other Loan Party and (C) shall not be entitled to receive the benefits of Section 9.03. For the sake of clarity, the provisions in this Section 9.04(f) shall not apply to any Person that is an assignee of any Disqualified Person, if such assignee is not a Disqualified Person.

(ii)       Notwithstanding anything to the contrary herein, each of the Borrower, each Lender and each Issuing Lender acknowledges and agrees that the Administrative Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Lender or Disqualified Person and the Administrative Agent shall have no liability with respect to any assignment or participation made to any Disqualified Lender or Disqualified Person (regardless of whether the consent of the Administrative Agent is required thereto), and none of the Borrower, any Lender, any Issuing Lender or their respective Affiliates will bring any claim to such effect.

(iii)       Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Term Commitments and Term Loans, as the case may be, represents and warrants as of the Effective Date or as of the effective date of the applicable Assignment and Assumption that (A) it is not a Disqualified Lender, it being acknowledged by the Loan Parties, the Lenders and the other Guaranteed Parties that the Administrative Agent will be entitled to rely on such representations and warranties set forth in this clause (A) without any diligence in respect to the accuracy of such representations and warranties and any breach of such representations and warranties by such Lender will not give rise to any liability on the part of the Administrative Agent; and (B) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Term Commitments or Term Loans, as the case may be.

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SECTION 9.05       Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Term Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Term Loan or any fee or any other amount payable under this Agreement is outstanding and so long as the Term Commitments have not expired or terminated. The provisions of Sections 2.16, 2.18 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Term Loans, the expiration or termination of the Term Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06       Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 5.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “execute”, “signed,” “signature,” and words of like import in this Agreement or related to any document to be signed in connection with this Agreement, any other Loan Document and the transactions contemplated hereby and thereby (including without limitation assignments, assumptions, amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.07       Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

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SECTION 9.08      Right of Setoff. If an Event of Default shall have occurred and be continuing, with the prior written consent of the Administrative Agent, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided that if any Defaulting Lender shall exercise any such right of setoff, (i) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of this Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (ii) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of set off. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09       Governing Law; Jurisdiction; Consent to Service of Process.

(a) Governing Law.       This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Submission to Jurisdiction.       Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought against the Administrative Agent or any of its Related Parties may only) be heard and determined in such Federal (to the extent permitted by law) or New York State court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or in any other Loan Document will prevent the Administrative Agent or any Lender from bringing any action to enforce any award or judgment or exercise any right under the Security Documents or against any Collateral or any other property of any Loan Party in any other forum in which jurisdiction can be established. Notwithstanding the foregoing, (i) liens in IIA-Funded Know-How shall be subject to the exclusive jurisdiction of the courts of the State of Israel and (ii) any legal action or proceeding of any kind or description based upon, arising out of or relating to the Research Law, IIA Rights, the IIA Approval or the pledge of any IIA-Funded Know-How or the realization of any such pledge shall be subject to the exclusive jurisdiction of the applicable courts of the State of Israel and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such legal action or proceeding may be heard and determined in such courts.

(c)       Waiver of Venue. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)       Service of Process. The Borrower hereby appoints Cogency Global Inc., with an office at 122 East 42nd Street, 18^th Floor, New York, NY 10168, as its agent for service of process in any matter related to this Agreement or the other Loan Documents and shall provide written evidence of acceptance of such appointment by such agent on or before the Effective Date. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

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SECTION 9.10       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11       Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12       Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) solely in connection with the Loan Documents and the transactions contemplated thereby, to its Affiliates and its and its Affiliates’ directors, officers, employees and agents, including accountants, independent auditors, legal counsel and other experts and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) pursuant to the order of any court or administrative agency or in any legal, administrative or judicial proceeding where, in the reasonable judgment of the Administrative Agent or the applicable Lender disclosure is required by law or regulations (in which case, to the extent practicable and not prohibited by applicable law and other than with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examinations or regulatory authority, such Person shall notify you promptly thereof prior to such disclosure), (c) upon the request or demand of any governmental or other regulatory authority having jurisdiction over the Administrative Agent or Lender or any of their respective Affiliates (in which case, to the extent practicable and not prohibited by applicable law and other than with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examinations or regulatory authority, such Person shall notify you promptly thereof prior to such disclosure), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its Subsidiaries and their respective obligations, in each case of this clause (f) other than a Disqualified Lender, provided that notwithstanding anything herein to the contrary, the disclosure of the Disqualified Lenders List to any assignee, Participant, prospective assignee, prospective Participant, or actual or prospective counterparty (or its advisors), regardless of whether such Person is a Disqualified Lender, shall be permitted, (g) with the consent of the Borrower (not to be unreasonably withheld or delayed), to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than a Loan Party or (z) was already in the possession of the Administrative Agent or any Lender or any of their respective Affiliates or is independently developed by any such Person, (i) for purposes of establishing a “due diligence” defense, and (j) to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided for herein. For the purposes of this Section, “Information” means all information received from any Loan Party relating to the Borrower and its Subsidiaries and their business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by a Loan Party and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that in the case of information received from any Loan Party after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 9.12 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Notwithstanding any other provision of this Agreement or any other Loan Document, the provisions of this paragraph shall survive with respect to the Administrative Agent and each Lender until the earlier to occur of (i) the second anniversary of such Person ceasing to be a party to this Agreement or (ii) the Latest Maturity Date.

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EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN THIS SECTION) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

ALL PARTIES HERETO HEREBY ACKNOWLEDGE AND AGREE THAT THE APPROVED ELECTRONIC PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE INFORMATION. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE INFORMATION OR THE PLATFORM. In no event shall the Administrative Agent or any of its respective Related Parties or the Loan Parties or their Subsidiaries have any liability to (as applicable) the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Information or notices through the Approved Electronic Platform, any other electronic messaging service or through the Internet, Intralinks or other similar electronic information transmission system, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment of a court to have resulted from the bad faith, gross negligence or willful misconduct of the Administrative Agent or the Borrower, as applicable; provided, however, that in no event shall the Administrative Agent or any of its Related Parties or the Borrower have any liability to (as applicable) the Loan Parties or their Subsidiaries, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages) in connection with the foregoing.

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SECTION 9.13       USA PATRIOT Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107 56 (signed into law October 26, 2001)) (the “USA PATRIOT Act”), such Lender may be required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with said Act.

SECTION 9.14       Collateral Matters; Release of Guarantees and Liens.

(a)      Collateral Matters. Each Lender authorizes and directs the Administrative Agent to enter into the Security Documents contemplated by this Agreement on behalf of and for the benefit of the Lenders and the other Secured Parties named therein and agrees to be bound by the terms of each Security Document. Each Lender hereby agrees, and each holder of any note executed and delivered pursuant to Section 2.11(e) and each other Secured Party by the acceptance thereof will be deemed to agree that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth herein or therein, together with such powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Notwithstanding anything to the contrary contained in any of the Loan Documents, the Administrative Agent and each Secured Party hereby agree that no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty or take any other action under any Loan Document, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms hereof and thereof.

(b)      Release of Guarantees and Liens. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 9.02) to take any action requested by the Borrower having the effect of releasing any Collateral or Guaranteed Obligations in favor of the Administrative Agent (i) pursuant to and in accordance with Section 5.08 of the Security Agreement and (ii) in order to comply with any permitted restriction in connection with a Lien permitted under Section 6.02 (A) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.02 or (B) under the circumstances in clause (c) below. The Lenders hereby confirm the Administrative Agent’s authority to release its Lien on particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section and the terms of the Guaranty Agreement. In each case as specified in this Section, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents, or to release such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section and subject to receipt by the Administrative Agent of a certification of the Borrower as to such release being permitted pursuant to the terms of this Agreement or any other Loan Document (and the Administrative Agent may rely conclusively on such certification without further inquiry); provided that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Guaranteed Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary Guarantor in respect of) all interests retained by the Borrower or any Subsidiary Guarantor, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by either the Administrative Agent. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section.

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(c)      Release of Guaranty and Collateral. At such time as the Term Commitments have expired or been terminated and the principal of and interest on each Loan and all fees and other amounts payable hereunder shall have been paid in full in cash (other than contingent indemnification obligations as to which no claim has been asserted), the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents, the Guaranty and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Security Documents and the Guaranty shall terminate, all without delivery of any instrument or performance of any act by any Person.

SECTION 9.15      No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby, each of the Loan Parties acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) the credit facility provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties and their Affiliates, on the one hand, and the Lenders, on the other hand, and the Loan Parties are capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (b) in connection with the process leading to such transaction, each of the Lenders each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any Loan Party or any of their Affiliates, stockholders, creditors or employees or any other Person; (c) no Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Loan Party with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the any Lender has advised or is currently advising any Loan Party or any of its Affiliates on other matters) and no Lender has any obligation to any Loan Party or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (d) the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their Affiliates, and no Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (e) the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Loan Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each Loan Party agrees that it will not assert any claim against any Lender based on an alleged breach of fiduciary duty by such Lender in connection with this Agreement and the Transactions contemplated hereby.

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SECTION 9.16       Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)      the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)     the effects of any Bail-In Action on any such liability, including, if applicable:

(i)       a reduction in full or in part or cancellation of any such liability;

(ii)      a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)     the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

SECTION 9.17      Qualifying SPAC Transaction Agreements. The Borrower will not, and will not permit any of its controlled Affiliates to, without the prior written consent of the Lenders, enter into any Qualifying SPAC Transaction Document providing, or amend or modify any Qualifying SPAC Transaction to provide, that the obligation of any Person to consummate the Qualifying SPAC Transaction is conditioned upon a minimum amount of cash being available to any Person or Persons, collectively, at any time, unless (a) the minimum amount of cash required to be available to such Person or Persons in order to satisfy such condition is not more than $115,000,000 and (b) at least the following are required to be included (without duplication or deduction of any amount included therein) in the calculation of the amount of cash available to such Person or Persons for purposes of determining whether such condition has been satisfied: (i) the aggregate amount of cash available to be released in connection with the Qualifying SPAC Transaction from the trust account established by the Qualifying SPAC, net of the aggregate amount of cash required to pay (A) all amounts required to be paid in satisfaction of redemption rights validly exercised by shareholders of the Qualifying SPAC and (B) all transaction expenses of the parties to the Qualifying SPAC Transaction, as transaction expenses shall be reasonably defined in such Qualifying SPAC Transaction Agreement, (ii) the aggregate amount of net cash proceeds of any “PIPE” financing transaction and (iii) the aggregate amount of net cash proceeds of the Term Loans.

[Signature pages follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

SATIXFY COMMUNICATIONS LTD.
By:	/s/ Yoel Gat
	Name: Yoel Gat
	Title: Director
By:	/s/ Yoav Leibovitch
	Name: Yoav Leibovitch
	Title: CFO

[Signature Page to Credit Agreement]

WILMINGTON SAVINGS FUND SOCIETY, FSB,
as Administrative Agent
By:	/s/  Raye Goldsborough
	Name:  Raye Goldsborough
	Title:  Vice President

[Signature Page to Credit Agreement]

FP CREDIT PARTNERS II AIV, L.P.
By:	FP Credit Partners GP II, L.P.
Its:	General Partner
By:	FP Credit Partners GP II Management, LLC
Its:	General Partner
By:	/s/ Scott Eisenberg
	Name: Scott Eisenberg
	Title:  Managing Director
FP CREDIT PARTNERS PHOENIX II AIV, L.P.
By:	FP Credit Partners GP II, L.P.
Its:	General Partner
By:	FP Credit Partners GP II Management, LLC
Its:	General Partner
By:	/s/ Scott Eisenberg
	Name: Scott Eisenberg
	Title: Managing Director

[Signature Page to Credit Agreement]

FP CREDIT PARTNERS AIV, L.P.
By:	FP Credit Partners GP, L.P.
Its:	General Partner
By:	FP Credit Partners GP Management, LLC
Its:	General Partner
By:	/s/ Scott Eisenberg
	Name: Scott Eisenberg
	Title: Managing Director
FP CREDIT PARTNERS PHOENIX AIV, L.P.
By:	FP Credit Partners GP, L.P.
Its:	General Partner
By:	FP Credit Partners GP Management, LLC
Its:	General Partner
By:	/s/ Scott Eisenberg
	Name: Scott Eisenberg
	Title: Managing Director

[Signature Page to Credit Agreement]

EX-10.11

Exhibit 10.11

Execution Version

SECURITY AGREEMENT

made by

SATIXFY COMMUNICATIONS LTD

and certain of its Subsidiaries

in favor of

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Administrative Agent

Dated as of February 1, 2022

Table of Contents

		Page
Section 1.	Definitions, Etc.	1
1.01	Terms Generally	1
1.02	Certain Uniform Commercial Code Terms	1
1.03	Additional Definitions	1
1.04	Treatment of Certain Obligations	4
Section 2.	Representations and Warranties	5
2.01	Title	5
2.02	Securing Party Information	5
2.03	Security Interest	5
2.04	Pledged Equity	6
2.05	Initial Pledged Debt	6
2.06	Intellectual Property	6
2.07	Commercial Tort Claims	6
Section 3.	Collateral	6
Section 4.	[Reserved]	8
Section 5.	Further Assurances	9
5.01	Delivery and Other Perfection	9
5.02	Other Financing Statements or Control	10
5.03	Preservation of Rights	10
5.04	Special Provisions Relating to Certain Collateral	10
5.05	Changes to Jurisdiction or Name	11
5.06	Maintenance of Insurance	11
5.07	Termination	12
5.08	Releases of Collateral	12
Section 6.	Remedies	12
6.01	Rights and Remedies Generally upon Default	12
6.02	Grant of License to Use Intellectual Property	13
6.03	Certain Securities Act Limitations	14
6.04	Deficiency	14
6.05	Private Sale	14
6.06	Application of Proceeds	14
6.07	Subordination	15
6.08	Attorney-in-Fact	15
6.09	Duty of Administrative Agent	15
6.10	Authority of Administrative Agent	15
Section 7.	Miscellaneous	16
7.01	Notices	16
7.02	No Waiver	16
7.03	Amendments, Etc.	16

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7.04	Expenses	16
7.05	Successors and Assigns	16
7.06	Counterparts	17
7.07	Governing Law; Submission to Jurisdiction; Etc.	17
7.08	WAIVER OF JURY TRIAL	18
7.09	Captions	18
7.10	Agents and Attorneys-in-Fact	18
7.11	Severability	18
7.12	Additional Securing Parties	18

Annex 1	Securing Party Information
Annex 2	Pledged Debt and Equity
Annex 3	Intellectual Property
Annex 4	Commercial Tort Claims
Annex 5	Deposit Accounts
Exhibit A	Form of Grant of Security Interest in Copyrights
Exhibit B	Form of Grant of Security Interest in Trademark Rights
Exhibit C	Form of Grant of Security Interest in Patent Rights

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SECURITY AGREEMENT

SECURITY AGREEMENT (this “Agreement”), dated as of February 1, 2022, by and among SATIXFY COMMUNICATIONS LTD, a limited liability company organized under the laws of Israel with company registration number 51-613503-5 (the “Borrower”), each of the Subsidiaries of the Borrower identified on Annex 1 hereto and each other Person that becomes a “Securing Party” hereunder as contemplated by Section 7.12 (individually, an “Additional Securing Party” and, collectively, the “Additional Securing Parties” and, together with the Borrower, the “Securing Parties”), and Wilmington Savings Fund Society, FSB, as collateral agent for the Lenders party from time to time under the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

W  I  T  N  E  S  S  E  T  H  :

WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to a Credit Agreement, dated as of February 1, 2022 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit to be made by such Lenders to the Borrower; and

WHEREAS, to induce the Lenders to enter into the Credit Agreement and to extend credit to the Borrower thereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Securing Party agrees as follows:

Section 1.      Definitions, Etc.

1.01       Terms Generally. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

1.02       Certain Uniform Commercial Code Terms. As used herein, the terms “Accession”, “Account”, “As-Extracted Collateral”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity Account”, “Commodity Contract”, “Deposit Account”, “Document”, “Electronic Chattel Paper”, “Equipment”, “Fixtures”, “General Intangible”, “Goods”, “Instrument”, “Inventory”, “Investment Property”, “Letter-of-Credit Right”, “Payment Intangible”, “Proceeds”, “Promissory Note”, “Software” and “Tangible Chattel Paper” have the respective meanings set forth in Article 9 of the NYUCC, and the terms “Certificated Security”, “Entitlement Holder”, “Financial Asset”, “ Securities Account”, “Security”, “Security Certificate”, and “Security Entitlement” have the respective meanings set forth in Article 8 of the NYUCC.

1.03       Additional Definitions. In addition, as used herein:

“Agreement” means this Security Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.

“Collateral” has the meaning assigned to such term in Section 3.

“Collateral Access Agreement” means any landlord waiver or other agreement, in form and substance satisfactory to the Administrative Agent, between the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession of any Collateral or any landlord of any real property where any Collateral within the United States is located, as such landlord waiver or other agreement may be amended, restated, supplemented or otherwise modified from time to time.

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“Copyright Collateral” means all Copyrights, whether now owned or hereafter acquired by any Securing Party, including each Copyright identified in Annex 3.

“Copyrights” means all copyrights, copyright registrations and applications for copyright registrations, including all renewals and extensions thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.

“English Securing Parties” means the Securing Parties that are incorporated under the laws of England and Wales.

“Excluded Accounts” means, with respect to the Securing Parties, (i) any accounts used solely for payroll expenses (collectively not to exceed 150% of the amount to be paid in the ordinary course of business in the then-next payroll cycle), fiduciary and trust accounts, employee benefit accounts or accounts for tax payments of the Securing Parties (ii) any zero-balance accounts, pension accounts and 401(k) accounts, (iii) any accounts which exclusively hold cash collateral securing such Securing Party’s or any of its Subsidiaries’ obligations to a third party and (iv) accounts in which the average daily balance for any thirty day period does not at any time exceed $100,000 individually or $500,000 in the aggregate.

“Excluded Assets” has the meaning assigned to such term in Section 3.

“Excluded Capital Stock” means any Capital Stock of any (i) Subsidiary (other than any Subsidiaries existing on the Effective Date and any future Subsidiaries formed or organized in Israel, the United Kingdom or the United States) to the extent that a pledge thereof to secure the Secured Obligations would require the consent of any third party other than the Borrower or any Subsidiary to such pledge or security interest pursuant to, any applicable organizational documents or shareholder or other similar agreement in effect as of the date hereof (or in the case of a newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) (other than customary anti-assignment provisions which are expressly deemed ineffective under the Uniform Commercial Code or other applicable law) or for which consent, approval, license or authorization of a Governmental Authority would be required unless such consent, approval, license or authorization has been received; provided that, in each case, the Borrower shall use commercially reasonable efforts to obtain such consent, approval, license or authorization of a Governmental Authority, (ii) Subsidiary with respect to which to the Borrower and the Administrative Agent reasonably agree that the cost, burden or other consequences (including any adverse tax consequences) of the pledge of its Equity Interests shall be excessive in relation to the value of the security to be afforded thereby and (iii) any captive insurance subsidiary.

“Initial Pledged Debt” means the indebtedness of each Issuer owned by any Securing Party on the date hereof and identified in Annex 2 (Part B).

“Initial Pledged Equity” means the Capital Stock of each Issuer owned by any Securing Party on the date hereof and identified in Annex 2 (Part A).

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“Intellectual Property” means, collectively, all Copyright Collateral, all Patent Collateral and all Trademark Collateral, together with (a) all inventions, processes, production methods, proprietary information, know-how and trade secrets; (b) all licenses (irrespective of the type of agreement under which such license is granted) granted to or by any Securing Party with respect to any of the foregoing, in each case whether now or hereafter owned or acquired; (c) all proprietary information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (d) all data and other information relating to sales or service of products now or hereafter offered; (e) all accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; and (f) all causes of action, claims and warranties now or hereafter owned or acquired by any Securing Party in respect of any of the items listed above, including all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto, in each case of (a)-(f), whether now owned or hereafter acquired by any Securing Party.

“Israeli Securing Parties” means the Securing Parties that are incorporated under the laws of the State of Israel.

“Issuers” means, collectively, (a) the respective Persons identified on Annex 2 (Part A) under the caption “ Issuer”, (b) any other Person that shall at any time be a Subsidiary of any Securing Party, and (c) the issuer of any Capital Stock hereafter owned by any Securing Party.

“NYUCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Patent Collateral” means all Patents, whether now owned or hereafter acquired by any Securing Party, including each Patent identified in Annex 3.

“Patents” means all patents and patent applications, including the inventions and improvements described and claimed therein together with the reissues, divisionals, continuations, reexaminations, extensions and continuations-in-part thereof, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.

“Perfection Certificate” means the Perfection Certificate and Diligence Request dated as of the Effective Date, delivered by the Borrower to the Administrative Agent pursuant to Section 4.01(l) of the Credit Agreement.

“Pledged Debt” means, collectively, (a) the Initial Pledged Debt and (b) all other indebtedness for borrowed money, in an principal amount of $500,000 or more, from time to time owed to any Securing Party and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness.

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“Pledged Equity” means, collectively, (a) the Initial Pledged Equity and (b) all other Capital Stock (other than any Excluded Capital Stock) of any Issuer now or hereafter owned by any Securing Party, together in each case with (i) all certificates representing the same, (ii) all shares, securities, moneys or other property representing a dividend on or a distribution or return of capital on or in respect of the Pledged Equity, or resulting from a split- up, revision, reclassification or other like change of the Pledged Equity or otherwise received in exchange therefor, and any warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Equity except to the extent any interest in respect of, or change with respect to, Pledged Equity contemplated by this clause (ii) constitutes Excluded Capital Stock, and (iii) without prejudice to any provision of any of the Loan Documents prohibiting any merger or consolidation by an Issuer, all Capital Stock of any successor entity of any such merger or consolidation, other than any Excluded Capital Stock.

“Secured Obligations” means all Obligations of the Securing Parties.

“Secured Parties” means, collectively, the Lenders, the Administrative Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their respective successors and assigns.

“Trademark Collateral” means all Trademarks, whether now owned or hereafter acquired by any Securing Party, including each Trademark identified in Annex 3, together, in each case, with the names of product lines and goodwill of the business connected with the use of, and symbolized by, each such Trademark. Notwithstanding the foregoing, the Trademark Collateral does not and shall not include any “intent-to-use” trademark applications, solely until such time as a Statement of Use or an Amendment to Show Use is filed at the U.S. Patent and Trademark Office, and solely to the extent that, and during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application or any registration that may issue therefrom under applicable federal law (any such Trademark, an “Excluded Trademark”).

“Trademarks” means all trade names, corporate names, company names, business names, domain names, trademarks and service marks, logos, other source identifiers, trademark and service mark registrations, and applications for trademark and service mark registrations, including all renewals of trademark and service mark registrations, all rights to recover for past, present or future infringements thereof and all other rights whatsoever accruing thereunder or pertaining thereto and all income, royalties, damages and payments now or hereafter due and/or payable under or with respect thereto.

“Uniform Commercial Code” shall mean the NYUCC; provided, however, that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of a security interest is governed by the personal property security laws of any jurisdiction other than New York, “Uniform Commercial Code” shall mean those personal property security laws as in effect in such other jurisdiction for the purposes of the provisions hereof relating to such perfection or priority and for the definitions related to such provisions.

“Vehicles” means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law and any and all tires and other appurtenances to any of the foregoing.

1.04       Overriding Provision. Notwithstanding anything contained in this Agreement to the contrary,) in respect of Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Collateral and any enforcement thereof shall be subject to the Section 5.03(c) of the Credit Agreement (including the Research Law and all IIA Approvals) and to the terms of Section 7.07 of this Agreement.

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Section 2.       Representations and Warranties. Each Securing Party represents and warrants to the Lenders and the Administrative Agent for the benefit of the Secured Parties that as of the Effective Date and on each other date on which the representations and warranties in Article III of the Credit Agreement are made or deemed made under any Loan Document or are required under or pursuant to the Credit Agreement or any other Loan Document to be true and correct in all material respects as a condition to any action or transaction:

2.01       Title. Such Securing Party has good and valid rights in and title to the Collateral in which it purports to grant a security interest pursuant to Section 3 and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person) other than (a) the security interest created or provided for herein, which security interest constitutes or will continue to constitute a valid first and prior Lien on the Collateral to the extent required hereunder, and (b) the Liens thereon (if any) expressly permitted by Section 6.02 of the Credit Agreement. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, or as permitted by the Credit Agreement.

2.02       Securing Party Information. Annex 1 sets forth, as of the date hereof, (a) the full and correct legal name, type of organization and jurisdiction of organization of each Securing Party, (b) the chief executive office of each Securing Party, (c) any change in the jurisdiction of formation of any Securing Party during the past four months prior to the date hereof, and (d) any other corporate or organizational name used by a Securing Party, or any other business or organization to which a Securing Party became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise and on any filings with the Internal Revenue Service, in each case during the past five years prior to the date hereof.

2.03       Security Interest. Upon the completion of the filing of (a) the Uniform Commercial Code financing statements prepared by the counsel to the Lenders based upon the information provided to the Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or other office specified in the Perfection Certificate, (b) completed and executed copies of the Grant of Security Interest in Copyrights, a form of which is attached hereto as Exhibit A, the Grant of Security Interest in Trademark Rights, a form of which is attached hereto as Exhibit B, and the Grant of Security Interest in Patent Rights, a form of which is attached hereto as Exhibit C, in each case delivered to the Administrative Agent (if applicable), (c) delivery of the certificates representing the Pledged Equity (to the extent certificated) and (d) delivery of promissory notes or other instruments evidencing the Pledged Debt, the security interests granted by the Securing Parties pursuant to this Agreement will constitute legal and valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Securing Party and any Persons purporting to purchase any Collateral from such Securing Party, in each case to the extent a security interest in such Collateral can be perfected by completing such filings and such other actions and (b) are prior to all other Liens on the Collateral in existence on the date hereof except for (i) Liens permitted by the Credit Agreement which have priority over the Liens on the Collateral by operation of law and (ii) such other Liens permitted by Section 6.02 of the Credit Agreement, provided that, with respect to the security interests granted by the Israeli Securing Parties hereunder, perfection shall also require the filing of this Agreement together with a corresponding filing form (form 10) with the Israeli Registrar of Companies within 21 days of execution of this Agreement.

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2.04       Pledged Equity. The Initial Pledged Equity constitutes 100% of the issued and outstanding Capital Stock of each Issuer owned by such Securing Party on the date hereof, whether or not registered in the name of such Securing Party; provided that, for the avoidance of doubt, the Initial Pledged Equity does not include any Excluded Capital Stock. Annex 2 (Part A) correctly identifies, as at the date hereof, the respective Issuers of the Initial Pledged Equity and (in the case of any corporate Issuer) the respective class and par value thereof and the respective number of shares or interests thereof (and registered owner thereof) represented by each such certificate. The Initial Pledged Equity are, and all other Pledged Equity in which such Securing Party shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly and validly authorized and issued, and fully paid and non-assessable (in the case of any Capital Stock issued by a corporation) and (ii) duly issued and outstanding (in the case of any equity interest in any other entity), and none of such Pledged Equity are (or will be) subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the respective Issuer thereof, upon the transfer of such Pledged Equity, other than any such restrictions contained herein or in the Loan Documents, permitted under the Credit Agreement, or any such restriction under any such organizational instruments.

2.05       Initial Pledged Debt. Annex 2 (Part B) sets forth a complete and correct list of all Pledged Debt held by any Securing Party on the date hereof.

2.06       Intellectual Property. Annex 3 sets forth under the name of such Securing Party a complete and correct list of all copyright registrations, patents, patent applications, trademark registrations, trademark applications and domain names owned by such Securing Party on the date hereof (or, in the case of any supplement to said Annex 3, effecting a pledge thereof, as of the date of such supplement).

2.07       Commercial Tort Claims. Annex 4 sets forth a complete and correct list of all Commercial Tort Claims in respect of which a complaint or a counterclaim has been filed by any Securing Party in existence on the date hereof, seeking damages in an amount reasonably estimated to exceed $250,000, individually or in the aggregate.

2.08       Deposit Accounts. As of the Effective Date, Annex 5 sets forth a complete and correct list of all Deposit Accounts located in the United States.

Section 3.       Collateral. As collateral security for the payment in full in cash when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, each Securing Party hereby pledges and grants to the Administrative Agent, for the benefit of the Secured Parties as hereinafter provided, a lien and security interest in all of such Securing Party’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by such Securing Party or hereafter acquired and whether now existing or hereafter coming into existence (all of the property described in this Section 3 being, collectively, referred to herein as “Collateral”):

(a) all Accounts;

(b) all As-Extracted Collateral;

(c) all Chattel Paper;

(d) all Deposit Accounts;

(e) all Documents;

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(f) all Equipment;

(g) all Fixtures and other fixtures;

(h) all General Intangibles;

(i) all Goods not covered by the other clauses of this Section 3;

(j) the Pledged Equity;

(k) the Pledged Debt;

(l) all Instruments, including all Promissory Notes;

(m) all Intellectual Property;

(n) all Inventory;

(o) all cash and cash equivalents;

(p)        all Investment Property not covered by other clauses of this Section 3, including all Securities, all Securities Accounts and all Security Entitlements with respect thereto and Financial Assets carried therein, and all Commodity Accounts and Commodity Contracts;

(q) all Letter-of-Credit Rights;

(r)         all Commercial Tort Claims arising out of the events described in Annex 4 and on any supplement thereto received by the Administrative Agent pursuant to Section 5.01(a)(iv);

(s) all insurance Proceeds, including Proceeds from business interruption insurance;

(t)         all other personal property of such Securing Party, whether tangible or intangible and wherever located (except for any property specifically excluded from any clause in this section above, and any property specifically excluded from any defined term used in any clause of this section above); and

(u)        all Proceeds of any of the foregoing Collateral, all Accessions to and substitutions and replacements for, any of the Collateral, and all rents, profits and products of any of the Collateral, and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other papers (including all tapes, cards, computer runs and other papers and documents in the possession or under the control of such Securing Party or any computer bureau or service company from time to time acting for such Securing Party),

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IT BEING UNDERSTOOD, HOWEVER, that in no event shall the security interest granted under this Section 3 attach to (and the Collateral shall not include) (A) any contract or agreement (including any particular asset or right thereunder), if the pledge thereof or the security interest therein is prohibited or restricted by applicable law, rule or regulation or by the particular contract or agreement (in the case of contracts and agreements, existing on the Effective Date or permitted to be incurred by under the Credit Agreement and the other Loan Documents) (including any requirement thereunder to obtain the consent of any governmental or regulatory authority, or third party (so long as any contract or agreement with such third party that provides for such prohibition or restriction was not entered into in contemplation of the security interests or Liens granted herein or in any other Loan Document)), other than to the extent such prohibition or restriction is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition or restriction; (B) so long as any Trademark is an Excluded Trademark, such Excluded Trademark, (C) Excluded Capital Stock; (D) any lease, license or other agreement or any property subject to a purchase money security interest, capital lease obligation or similar arrangement, in each case, to the extent permitted under the Loan Documents and to the extent that a grant of a security interest therein would violate or invalidate such lease, license or agreement, purchase money security interest, capital lease or similar arrangement or create a right of consent or termination in favor of any other party thereto (other than the Securing Parties) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable law, (E) Vehicles and other assets subject to certificates of title, except to the extent perfection of a security interest therein may be accomplished by the filing of financing statements in appropriate form in the applicable jurisdiction of the Uniform Commercial Code and (F) assets for which the Borrower and the Administrative Agent, acting at the direction of the Required Lenders, reasonably agree that the cost, burden or consequence (including adverse tax consequences) of perfecting a security interest in such assets is excessive in relation to the value of the security to be afforded thereby (the foregoing clauses (A) through (F), the “ Excluded Assets”); provided that the Collateral shall include the Proceeds of any of the foregoing unless such Proceeds also constitute Excluded Assets.

Section 4.       Certification of Limited Liability Company and Limited Partnership Interests. No interest in any limited liability company or limited partnership controlled by any Securing Parties that constitutes Pledged Equity shall be represented by a certificate unless such certificate shall be delivered to the Administrative Agent in accordance with Section 5.01(a). Any limited liability company and any limited partnership controlled by any Securing Party shall either (a) not include in its operative documents any provision that any equity interests in such limited liability company or such limited partnership be a “security” as defined under Article 8 of the Uniform Commercial Code or (b) certificate any equity interests in any such limited liability company or such limited partnership. To the extent an interest in any limited liability company or limited partnership controlled by any Securing Party and pledged hereunder is certificated or becomes certificated, (i) each such certificate shall be delivered to the Administrative Agent, pursuant to Section 5.01(a) and (ii) such Securing Party shall fulfill all other requirements under Section 5 applicable in respect thereof.

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Section 5.       Further Assurances. In furtherance of the grant of the security interest pursuant to Section 3, the Securing Parties hereby jointly and severally agree with the Administrative Agent for the benefit of the Secured Parties as follows:

5.01       Delivery and Other Perfection.

(a)       Each Securing Party shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers as may be appropriate in the reasonable judgment of the Administrative Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted to the Administrative Agent hereunder, or to enable the Administrative Agent to exercise and enforce its rights hereunder with respect to such security interest, and without limiting the foregoing, shall:

(i)          if any of the Pledged Equity, Pledged Debt, Investment Property or Financial Assets constituting part of the Collateral are received by such Securing Party in the form of Certificated Securities or Instruments, promptly (and in any event (i) within the time period provided under Schedule 5.13 of the Credit Agreement, in the case of the Initial Pledged Equity and (ii) within 10 Business Days or such longer period of time as may be agreed to by the Administrative Agent, in the case of all other Pledged Equity) (x) deliver to the Administrative Agent the certificates representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent may from time to time reasonably request, all of which thereafter shall be held by the Administrative Agent, pursuant to the terms of this Agreement, as Collateral and (y) take such other action as may be appropriate in the reasonable judgment of the Administrative Agent to duly record or otherwise perfect the security interest created hereunder in such Collateral (it being agreed that no collateral documents governed by the laws of Bulgaria shall be required to perfect the Pledged Equity in Satixfy Bulgaria LTD);

(ii)         promptly upon the request of the Administrative Agent (and in any event (a) on the Effective Date, in the case of that portion of the Collateral consisting of Intellectual Property held by the Securing Parties on the Effective Date and (b) together with the delivery of the compliance certificate pursuant to Section 5.01(c) of the Credit Agreement in respect of the fiscal quarter in which such Collateral constituting Intellectual Property was acquired), execute and deliver such short-form security agreements, in the forms attached hereto as Exhibits A, B and C, as applicable, as may be appropriate in the reasonable judgment of the Administrative Agent to protect the interests of the Administrative Agent in respect of that portion of the Collateral consisting of U.S. registered or applied for Intellectual Property;

(iii)The Securing Parties shall use commercially reasonable efforts to make each of their respective Deposit Accounts, Securities Accounts and Commodities Accounts located in the United States, other than any Excluded Account, subject to an account control agreement that is in form and substance satisfactory to the Administrative Agent by no later than 30 days after the Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), which control agreement shall establish the Administrative Agent’s “control” (within the meaning of Section 8-106 or 9-104 of the UCC, as applicable) thereof. From and after the Effective Date, if any Securing Party establishes any new Deposit Account, Securities Account or Commodities Account located in the United States that is not an Excluded Account with any financial institution, the applicable Person shall have executed and delivered to the Administrative Agent within 20 days of the establishment of such Deposit Account, Securities Account or Commodities Account (or such longer period as Administrative Agent may agree in its sole discretion), an account control agreement that is in form and substance satisfactory to the Administrative Agent establishing the Administrative Agent’s “control” (within the meaning of Section 8-106 or 9-104 of the UCC, as applicable) with respect to such Deposit Account, Securities Account or Commodities Account;

(iv)       If the Securing Parties shall at any time hold or acquire any additional Commercial Tort Claims in the United States in an amount reasonably estimated by such Securing Party to exceed $250,000 for which a complaint in a court of competent jurisdiction has been filed, such Securing Party shall within 30 days after the date which such complaint was filed notify the Administrative Agent thereof in a writing signed by such Securing Party including a summary description of such claim and grant to the Administrative Agent, for the benefit of the Lenders, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement; and

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(v)         If, at any time, the Securing Parties store or maintain Collateral in excess of $1,000,000 at any leased property, owned property or with any bailee or consignee, the Securing Parties shall, within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) of such time, use commercially reasonable efforts to deliver a Collateral Access Agreement, from the lessor of such leased property, mortgagee of owned property or bailee or consignee, which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord, mortgagee, bailee or consignee may assert against the Collateral at that location.

(b)         Perfection and Recordation. Each Securing Party authorizes the Administrative Agent to file or have filed on its behalf (a) Uniform Commercial Code financing statements describing the Collateral as “all assets” or “all personal property and fixtures” (or words of similar effect) of such Securing Party (provided that no such description shall be deemed to modify the description of Collateral set forth in Section 3) in such form and in such offices as the Lenders determine appropriate to perfect the security interests of the Administrative Agent under this Agreement and (b) the Intellectual Property short-form security agreements referenced in Section 5.01(a)(ii).

5.02        Other Financing Statements or Control. Except in connection with Liens permitted under Section 6.02 of the Credit Agreement, no Securing Party shall (a) file or authorize to be filed, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the sole secured party for the benefit of the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent to have “control” (as defined in Section 9-104, 9- 105, 9- 106 or 9-107 of the Uniform Commercial Code) of any Electronic Chattel Paper, Letter-of-Credit Right, Deposit Accounts, Commodity Accounts or other Investment Property constituting part of the Collateral.

5.03        Preservation of Rights. The Administrative Agent shall not be required to take steps necessary to preserve any rights against prior parties to any of the Collateral.

5.04        Special Provisions Relating to Certain Collateral.

(a)          Pledged Equity.

(i)          The Securing Parties will cause the Capital Stock required to be pledged hereunder to constitute at all times in the case of any Issuer, 100% of the Capital Stock of such Issuer then issued and outstanding that is owned by the Securing Parties; provided that, for the avoidance of doubt, the Securing Parties shall not be required to pledge any Capital Stock to the extent it constitutes Excluded Capital Stock.

(ii)         So long as no Event of Default shall have occurred and be continuing, the Securing Parties shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Equity for all purposes not inconsistent with the terms of this Agreement or the other Loan Documents; and the Administrative Agent shall execute and deliver to the Securing Parties or cause to be executed and delivered to the Securing Parties all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Securing Parties may reasonably request for the purpose of enabling the Securing Parties to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a)(ii).

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(iii)        Unless and until an Event of Default shall have occurred and be continuing, the Securing Parties shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Equity; provided that any such dividends or distributions consisting of rights or interests in the form of Certificated Securities shall be delivered to the Administrative Agent in accordance with Section 5.01(a)(i) hereof.

(iv)      If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right to declare any Secured Obligations due and payable or seek or pursue any other relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Secured Obligation, after the Administrative Agent shall have notified the Securing Parties of the suspension of the Securing Parties’ rights under Section 5.04(a)(ii), all rights of the Securing Parties to dividends and other distributions on the Pledged Equity shall cease and all such rights shall be paid directly to the Administrative Agent and retained by it in an account to be established by the Administrative Agent upon receipt of such money or other property, and shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 6.06; provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Administrative Agent shall, upon request of the Securing Parties (except to the extent theretofore applied to the Secured Obligations), be returned by the Administrative Agent to the Securing Parties.

(b)      Intellectual Property. Notwithstanding anything contained herein to the contrary, but subject to the provisions of the Credit Agreement, so long as no Event of Default shall have occurred and be continuing, the Securing Parties are permitted to exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or otherwise take any other actions with respect to the Intellectual Property. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall from time to time, upon the reasonable request of the respective Securing Party (through the Borrower), execute and deliver any instruments, certificates or other documents, in the form so requested, that such Securing Party (through the Borrower) shall have certified are appropriate in its judgment to allow it to take any action permitted above (including relinquishment of the license provided pursuant to Section 6.02 as to any specific Intellectual Property).

5.05        Changes to Jurisdiction or Name. If any Securing Party shall (i) change its jurisdiction of formation from that referred to in Annex 1 or (ii) change its name from the name shown as its current legal name on Annex 1, it shall provide notice of such change within 20 days thereof. Each Securing Party agrees promptly to provide the Administrative Agent with a certified charter, certificate of incorporation or other organizational documents reflecting any of the changes described in the first sentence of this paragraph.

5.06      Maintenance of Insurance. Each Securing Party will maintain insurance policies in accordance with Section 5.06 of the Credit Agreement. All such insurance shall, to the extent available, name the Administrative Agent as additional insured or lender loss payee (it being agreed that the Securing Party shall cause such insurance to provide that no cancellation, material reduction in an amount or material change in coverage thereof shall be effective until at least 30 days (or 10 days in the event of non-payment of such insurance) after receipt by the Administrative Agent of written notice thereof).

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5.07       Termination. At such time as the Term Commitments have expired or been terminated and the principal of and interest on each Term Loan and all fees payable under the Credit Agreement shall have been paid in full and the other obligations under the Loan Documents (other than contingent indemnification obligations as to which no claim has been asserted) shall have been paid in full, this Agreement, the security interests granted hereunder and all obligations (other than those expressly stated to survive such termination) hereunder shall terminate, all without delivery of any instrument or performance of any act by any Person. Upon such termination, the Administrative Agent shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the respective Securing Party and to be released and canceled all licenses and rights referred to in Section 6.02. The Administrative Agent shall also, at the expense of such Securing Party, execute and deliver to the respective Securing Party upon such termination such Uniform Commercial Code termination statements and such other documentation as shall be reasonably requested by the respective Securing Party to effect the termination and release of the Liens on the Collateral as required by this Section 5.07.

5.08     Releases of Collateral. If any of the Collateral shall be sold, transferred or otherwise disposed of by any Securing Party in a transaction permitted by the Credit Agreement or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit Agreement, then the Lien created by this Agreement in and upon such Collateral shall be automatically released. Subject to the provisions of Section 9.14(b) of the Credit Agreement, at the request and sole expense of the Borrower, a Securing Party shall be released from its obligations hereunder and the Liens granted herein to the Administrative Agent in the Collateral shall be automatically released in the event that all the Capital Stock of such Securing Party shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement or such Securing Party becomes an Excluded Subsidiary. Subject to the provisions of Section 9.14(b) of the Credit Agreement, the Administrative Agent, at the reasonable request and sole expense of such Securing Party, shall execute and deliver to such Securing Party all releases or other documents reasonably necessary or desirable to evidence or effectuate the release of the Liens created hereby on such Collateral.

Section 6.       Remedies.

6.01       Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the NYUCC (whether or not the NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Securing Party agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing:

(a)    the Administrative Agent in its discretion may, in its name or in the name of any Securing Party or otherwise, demand, sue for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;

(b)    the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

(c)    the Administrative Agent may require the Securing Parties to notify (and each Securing Party hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been pledged to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Securing Party they shall be held in trust by such Securing Party for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);

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(d)    the Administrative Agent may, with or without legal process and with or without prior notice or demand for performance, take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law;

(e)    the Administrative Agent may require the Securing Parties to cause the Pledged Equity to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Equity is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Securing Party (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Equity); and

(f)     the Administrative Agent may sell, lease, license, sublicense, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, licensee, sublicensee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Securing Parties. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent shall give the applicable Securing Party 5 days’ prior written notice (which each Securing Party agrees is reasonable notice within the meaning of Section 9-611 of the NYUCC or its equivalent in other jurisdictions), which notice, in the event of a public sale, shall state the time and place for such sale and, in the case of the sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

The Proceeds of each collection, sale or other disposition under this Section 6.01, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.02, shall be applied in accordance with Section 6.07.

6.02       Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under Section 6.01 and solely during such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Securing Party hereby grants to the Administrative Agent, to the extent permitted by the terms of any third party agreement, an irrevocable non-exclusive license (exercisable without payment of royalty or other compensation to such Securing Party) to use, assign, license or sublicense any of the Collateral consisting of Intellectual Property, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. The use of such license by the Administrative Agent (a) may be exercised, at the option of the Administrative Agent, at any time upon and during the continuation of an Event of Default and (b) shall be subject to, (i) in the case of Trademarks, sufficient rights to quality control and inspection in favor of the applicable Securing Party to avoid the risk of invalidation and to preserve the value of such Trademarks and (ii) in the case of trade secrets, the requirement that the secret status of such trade secrets be maintained and reasonable steps are taken to ensure they are maintained. The exercise of rights and remedies under this Section 6.02 by the Administrative Agent shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by the Securing Parties prior to the exercise thereof or otherwise in accordance with the first sentence of Section 5.04(b).

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6.03       Certain Securities Act Limitations. The Securing Parties recognize that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Securing Parties acknowledge that any such private sales may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.

6.04       Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 6.01 are insufficient to cover the costs and expenses of such realization and the payment in full in cash of the Secured Obligations, the Securing Parties shall remain liable for any deficiency.

6.05       Private Sale. Subject to applicable law, the Secured Parties shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 6.01(g) conducted in a commercially reasonable manner.

6.06      Application of Proceeds. Except as otherwise herein expressly provided and except as provided below in this Section 6.06, the Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Administrative Agent under this Section 6, shall be applied by the Administrative Agent:

First, to the payment of the costs and expenses of such collection, sale or other realization, including reasonable out-of-pocket costs and expenses of the Administrative Agent and the fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Administrative Agent in connection therewith;

Next, to the payment in full of the Secured Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing or as the Secured Parties holding the same may otherwise agree; and

Finally, to the payment to the respective Securing Party, or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining.

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6.07       Subordination. Each Securing Party hereby agrees that, all Indebtedness owing by it to any Subsidiary of the Borrower shall be fully subordinated to the payment in full in cash of such Securing Party’s Obligations.

6.08       Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Administrative Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent (and any officer or agent thereof, with full power of substitution) is hereby appointed the attorney-in- fact of each Securing Party for the purpose of carrying out the provisions of this Section 6 and taking any action and executing any documents and instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, so long as the Administrative Agent shall be entitled under this Section 6 to make collections in respect of the Collateral, the Administrative Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of any Securing Party representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same. Each Securing Party hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

6.09       Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the NYUCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender, nor any of their respective Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Securing Party or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. The Administrative Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their Related Parties shall be responsible to any Securing Party for any act or failure to act hereunder, except for their own gross negligence, willful misconduct or bad faith.

6.10       Authority of Administrative Agent. Each Securing Party acknowledges that the rights and responsibilities of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and the Securing Parties, the Administrative Agent shall be conclusively presumed to be acting as agent for the other Secured Parties with full and valid authority so to act or refrain from acting, and no Securing Party shall be under any obligation, or entitlement, to make any inquiry respecting such authority. Without limiting the foregoing, in entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, the Administrative Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under Article VIII of the Credit Agreement. As among the Administrative Agent and the other Secured Parties, it is understood that any determination, request, direction, consent or election, deeming any action or document reasonable, appropriate or satisfactory, exercising discretion, or exercising any right or duty under this Agreement to be made by the Administrative Agent shall be pursuant to direction from the “Required Lenders” or such other higher percentage of Lenders as shall be required to consent pursuant to the terms thereof.

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Section 7.       Miscellaneous.

7.01       Notices. All notices, requests, consents and demands hereunder shall be in writing and telecopied or delivered to the intended recipient at its “Address for Notices” specified pursuant to Section 9.01 of the Credit Agreement and shall be deemed to have been given at the times specified in said Section 9.01. Any notice to be delivered to any Additional Securing Party hereunder shall be delivered to the Borrower (at its aforesaid address) on behalf of such Additional Securing Party.

7.02       No Waiver. No failure on the part of any Secured Party to exercise, and no course of dealing with respect to, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Secured Party of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein are cumulative and are not exclusive of any remedies provided by law.

7.03       Amendments, Etc. The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Securing Party and the Administrative Agent (with the consent of the Lenders or the Required Lenders to the extent required pursuant to Section 9.02(b) of the Credit Agreement). Any such amendment or waiver shall be binding upon the Secured Parties and each Securing Party.

7.04       Expenses. The Securing Parties jointly and severally agree to reimburse the Secured Parties for reasonable and documented out of pocket expenses incurred in connection with this Agreement to the extent required by Section 9.03(a) of the Credit Agreement.

7.05       Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of each Securing Party and the respective successors and permitted assigns of each Secured Party (provided that no Securing Party shall assign or transfer its rights or obligations hereunder without the prior written consent of the Administrative Agent other than in connection with the merger or consolidation of Securing Parties permitted under the Credit Agreement).

7.06       Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “execute”, “signed,” “signature,” and words of like import in this Agreement or related to any document to be signed in connection with this Agreement, and the transactions contemplated hereby and thereby (including without limitation, amendments, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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7.07       Governing Law; Submission to Jurisdiction; Etc.

(a)        GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

(b)         Submission to Jurisdiction. Each Person party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement will prevent any Secured Party from bringing any action to enforce any award or judgment or exercise any right under this Agreement or against any Collateral or any other property of any Securing Party in any other forum in which jurisdiction can be established. Notwithstanding the foregoing, (i) liens in IIA-Funded Know-How shall be subject to the exclusive jurisdiction of the courts of the State of Israel and (ii) any legal action or proceeding of any kind or description based upon, arising out of or relating to the Research Law, IIA Rights, the IIA Approval or the pledge of any IIA- Funded Know-How or the realization of any such pledge shall be subject to the exclusive jurisdiction of the applicable courts of the State of Israel and each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such legal action or proceeding may be heard and determined in such courts.

(c)       Waiver of Venue. Each Securing Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section 7.07. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)        Service of Process. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

7.08     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.08.

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7.09       Captions. The captions and section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

7.10       Agents and Attorneys-in-Fact. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.

7.11     Severability. If any provision hereof is held to be invalid, illegal or unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Secured Parties in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity, illegality or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

7.12     Additional Securing Parties. As contemplated by Section 5.11(a) of the Credit Agreement, certain Subsidiaries of the Borrower formed or acquired after the date hereof, or certain other Subsidiaries not then a party hereto, may be required to become a “Securing Party” under this Agreement, by executing and delivering to the Administrative Agent a Joinder Agreement in the form of Exhibit E to the Credit Agreement. Accordingly, upon the execution and delivery of any such Joinder Agreement by such Subsidiary or such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Securing Party” under and for all purposes of this Agreement, and each of the Annexes hereto shall be supplemented in the manner specified in such Joinder Agreement. In addition, upon the execution and delivery of a Joinder Agreement by any such Subsidiary, such Additional Securing Party shall make the representations and warranties set forth in Section 2 as of the date thereof.

7.13     Other Security Documents. In the event of any conflict between the provisions of this Agreement and the provisions of the Israeli Security Documents or the English Law Security Documents, to the extent of such conflict, the provisions of the Security Documents where the Collateral in question originates shall govern and control; provided, that, in the case of any Pledged Equity, the Security Documents governed by the laws of (i) the jurisdiction in which the issuer of such Pledged Equity is organized, formed or incorporated, as applicable, shall govern to the extent that the Administrative Agent can reasonably perfect its security interest in such jurisdiction or (ii) otherwise, the jurisdiction in which the owner of such Pledged Equity is organized, formed or incorporated, as applicable.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed and delivered as of the day and year first above written.

BORROWER:
SATIXFY COMMUNICATIONS LTD
By	/s/ Yoel Gat
Name: Yoel Gat
Title: Director
By	/s/ Yoav Leibovitch
Name: Yoav Leibovitch
Title: CFO
ADDITIONAL SECURING PARTIES:
SATIXFY ISRAEL LTD
By	/s/ Yoel Gat
Name: Yoel Gat
Title: Director
By	/s/ Yoav Leibovitch
Name: Yoav Leibovitch
Title: Director

[Signature Page to US Security Agreement]

	EXECUTED as a DEED by SATIXFY UK LI ED acting by:
	By	/s/ Simona Sima Gat
	Name: Simona Sima Gat
	Title: Director
	By	/s/ Menachem Burko
	Name: Menachem Burko
	Title: Director
[Signature Page to US Security Agreement]

	EXECUTED as a DEED by
	SATIXFY SPACE SYSTEMS UK LTD acting by:
	By	/s/ Yoel Gat
	Name: Yoel Gat
	Title: Director
	By	/s/ Menachem Burko
	Name: Menachem Burko
	Title: Director
[Signature Page to US Security Agreement]

ADMINISTRATIVE AGENT:
WILMINGTON SAVINGS FUND SOCIETY, FSB, as Administrative Agent
By	/s/ Raye Goldsborough
Name: Raye Goldsborough
Title: Vice President

[Signature Page to the US Security Agreement]

Exhibit A

GRANT OF

SECURITY INTEREST IN COPYRIGHTS

This GRANT OF SECURITY INTEREST IN COPYRIGHTS (“Agreement”), effective as of [●], 2022 is made by [OBLIGOR], [●], a [●], located at [●] (the “Obligor”), in favor of Wilmington Savings Fund Society, FSB, as Administrative Agent (in such capacity, together with its successors in such capacity, the “Agent”) for the several banks and other financial institutions (the “Lenders”) parties to the Credit Agreement, dated as of February 1, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “ Credit Agreement”), among SatixFy Communications Ltd, a limited liability company organized under the laws of Israel with company registration number 51-613503-5 (“Borrower”), the Lenders party thereto, and the Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Term Loans and other extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; and

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries have executed and delivered a Security Agreement, dated as of February 1, 2022, in favor of the Agent (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, the Obligor pledged and granted to the Agent, for the benefit of the Secured Parties, a continuing security interest in all Intellectual Property, including the Copyrights; and

WHEREAS, the Obligor has duly authorized the execution, delivery and performance of this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to make Term Loans and other financial accommodations to the Borrower pursuant to the Credit Agreement, the Obligor agrees, for the benefit of the Agent and the other Secured Parties, as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the Security Agreement.

SECTION 2. Grant of Security Interest. The Obligor hereby pledges and grants a continuing security interest in all of the Obligor’s right, title and interest in, to and under the Copyrights, including those listed on Schedule A hereto (collectively, the “Collateral”), to the Agent for the benefit of the Secured Parties, to secure payment, performance and observance of the Obligations.

SECTION 3. Purpose. This Agreement has been executed and delivered by the Obligor for the purpose of recording the grant of security interest herein with the United States Copyright Office. The security interest granted hereby has been granted to the Agent in connection with the Credit Agreement and the Security Agreement and is expressly subject to the terms and conditions thereof. The Credit Agreement and the Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms.

For the avoidance of doubt, with respect to the security interests granted by the Israeli Securing Parties and the English Securing Parties pursuant to the Security Agreement, this Agreement and each of the terms hereof relating to Copyrights shall be limited solely to Copyrights (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws). Notwithstanding anything contained in this Agreement to the contrary, in respect of Collateral constituting IIA-Funded Know- How, the creation of any security interest over such Collateral and any enforcement thereof shall be subject to the IIA Provision (including the Research Law and all IIA Approvals).

SECTION 4. Acknowledgment. The Obligor does hereby further acknowledge and affirm that the rights and remedies of the Agent and the other Secured Parties with respect to the security interest in the Collateral granted hereby are more fully set forth in the Credit Agreement and the Security Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement or the Security Agreement, the terms of the Credit Agreement or the Security Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.

SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN RESPECT OF COLLATERAL CONSTITUTING IIA-FUNDED KNOW-HOW, THE CREATION OF ANY SECURITY INTEREST OVER SUCH COLLATERAL AND ANY ENFORCEMENT THEREOF SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ISRAEL AND SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE ISRAELI COURTS.

(Remainder of the page intentionally left blank)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

[OBLIGOR],

By

Name:

Title:

[Signature Page to Grant of Security Interest in Copyright Rights]

Wilmington Savings Fund Society,

FSB,

as Administrative Agent

By

Name:

Title:

[Signature Page to Grant of Security Interest in Copyright Rights]

Schedule A

U.S. Copyright Registrations and Applications

	Copyright
Title	Registration No.

Exhibit B

GRANT OF

SECURITY INTEREST IN TRADEMARK RIGHTS

This GRANT OF SECURITY INTEREST IN TRADEMARK RIGHTS (“Agreement”), effective as of [●], 2022 is made by [OBLIGOR], [●], a [●], located at [●] (the “Obligor”), in favor of Wilmington Savings Fund Society, FSB, as Administrative Agent (in such capacity, together with its successors in such capacity, the “Agent”) for the several banks and other financial institutions (the “Lenders”), parties to the Credit Agreement, dated as of February 1, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among SatixFy Communications Ltd, a limited liability company organized under the laws of Israel with company registration number 51-613503-5 (“Borrower”), the Lenders party thereto, and the Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Term Loans and other extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; and

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries have executed and delivered a Security Agreement, dated as of February 1, 2022, in favor of the Agent (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, the Obligor pledged and granted to the Agent, for the benefit of the Secured Parties, a continuing security interest in all Intellectual Property, including the Trademarks; and

WHEREAS, the Obligor has duly authorized the execution, delivery and performance of this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to make Term Loans and other financial accommodations to the Borrower pursuant to the Credit Agreement, the Obligor agrees, for the benefit of the Agent and the other Secured Parties, as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the Security Agreement.

SECTION 2. Grant of Security Interest. The Obligor hereby pledges and grants a continuing security interest in all of the Obligor’s right, title and interest in, to and under the Trademarks, including those listed on Schedule A hereto (collectively, the “Collateral”), to the Agent for the benefit of the Secured Parties, to secure payment, performance and observance of the Obligations. Notwithstanding the foregoing, the Collateral does not and shall not include any Excluded Trademarks.

For the avoidance of doubt, with respect to the security interests granted by the Israeli Securing Parties and the English Securing Parties pursuant to the Security Agreement, this Agreement and each of the terms hereof relating to Trademarks shall be limited solely to Trademarks (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws). Notwithstanding anything contained in this Agreement to the contrary, in respect of Collateral constituting IIA-Funded Know- How, the creation of any security interest over such Collateral and any enforcement thereof shall be subject to the IIA Provision (including the Research Law and all IIA Approvals).

SECTION 3. Purpose. This Agreement has been executed and delivered by the Obligor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the Agent in connection with the Credit Agreement and the Security Agreement and is expressly subject to the terms and conditions thereof. The Credit Agreement and the Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4. Acknowledgment. The Obligor does hereby further acknowledge and affirm that the rights and remedies of the Agent and the other Secured Parties with respect to the security interest in the Collateral granted hereby are more fully set forth in the Credit Agreement and the Security Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement or the Security Agreement, the terms of the Credit Agreement or the Security Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.

SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN RESPECT OF COLLATERAL CONSTITUTING IIA-FUNDED KNOW-HOW, THE CREATION OF ANY SECURITY INTEREST OVER SUCH COLLATERAL AND ANY ENFORCEMENT THEREOF SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ISRAEL AND SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE ISRAELI COURTS.

(Remainder of the page intentionally left blank)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

[OBLIGOR],

By

Name:

Title:

[Signature Page to Grant of Security Interest in Trademark Rights]

Wilmington Savings Fund Society,

FSB,

as Administrative Agent

By

Name:

Title:

[Signature Page to Grant of Security Interest in Trademark Rights]

Schedule A

U.S. Trademark Registrations and Applications

	Serial No./
Mark	Reg. No.

Exhibit C

GRANT OF
SECURITY INTEREST IN PATENT RIGHTS

This GRANT OF SECURITY INTEREST IN PATENT RIGHTS (“Agreement”), effective as of [•], 2022 is made by [OBLIGOR], [●], a [●], located at [●] (the “Obligor”), in favor of Wilmington Savings Fund Society, FSB, as Administrative Agent (in such capacity, together with its successors in such capacity, the “Agent”) for the several banks and other financial institutions (the “Lenders”) parties to the Credit Agreement, dated as of February 1, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among SatixFy Communications Ltd, a limited liability company organized under the laws of Israel with company registration number 51-613503-5 (“Borrower”), the Lenders party thereto, and the Agent.

W I T N E S S E T H:

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Term Loans and other extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; and

WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Subsidiaries have executed and delivered a Security Agreement, dated as of February 1, 2022, in favor of the Agent (as amended, restated, supplemented, or otherwise modified from time to time, the “Security Agreement”);

WHEREAS, pursuant to the Security Agreement, the Obligor pledged and granted to the Agent, for the benefit of the Secured Parties, a continuing security interest in all Intellectual Property, including the Patents; and

WHEREAS, the Obligor has duly authorized the execution, delivery and performance of this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, and in order to induce the Lenders to make Term Loans and other financial accommodations to the Borrower pursuant to the Credit Agreement, the Obligor agrees, for the benefit of the Agent and the other Secured Parties, as follows:

SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided or provided by reference in the Credit Agreement and the Security Agreement.

SECTION 2. Grant of Security Interest. The Obligor hereby pledges and grants a continuing security interest in all of the Obligor’s right, title and interest in, to and under the Patents, including those listed on Schedule A hereto (collectively, the “Collateral”), to the Agent for the benefit of the Secured Parties, to secure payment, performance and observance of the Obligations.

For the avoidance of doubt, with respect to the security interests granted by the Israeli Securing Parties and the English Securing Parties pursuant to the Security Agreement, this Agreement and each of the terms hereof relating to Patents shall be limited solely to Patents (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws). Notwithstanding anything contained in this Agreement to the contrary, in respect of Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Collateral and any enforcement thereof shall be subject to the IIA Provision (including the Research Law and all IIA Approvals).

SECTION 3. Purpose. This Agreement has been executed and delivered by the Obligor for the purpose of recording the grant of security interest herein with the United States Patent and Trademark Office. The security interest granted hereby has been granted to the Agent in connection with the Credit Agreement and the Security Agreement and is expressly subject to the terms and conditions thereof. The Credit Agreement and the Security Agreement (and all rights and remedies of the Agent thereunder) shall remain in full force and effect in accordance with its terms.

SECTION 4. Acknowledgment. The Obligor does hereby further acknowledge and affirm that the rights and remedies of the Agent and the other Secured Parties with respect to the security interest in the Collateral granted hereby are more fully set forth in the Credit Agreement and the Security Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Credit Agreement or the Security Agreement, the terms of the Credit Agreement or the Security Agreement shall govern.

SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and the same original.

SECTION 6. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN RESPECT OF COLLATERAL CONSTITUTING IIA-FUNDED KNOW-HOW, THE CREATION OF ANY SECURITY INTEREST OVER SUCH COLLATERAL AND ANY ENFORCEMENT THEREOF SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ISRAEL AND SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE ISRAELI COURTS.

(Remainder of the page intentionally left blank)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.

[OBLIGOR],

By

Name:

Title:

[Signature Page to Grant of Security Interest in Patent Rights]

Wilmington Savings Fund Society,

FSB,

as Administrative Agent

By

Name:

Title:

[Signature Page to Grant of Security Interest in Patent Rights]

Schedule A

U.S. Patent Registrations and Applications

	(1) Serial No.
Title	(2) Patent No.

EX-10.13

Exhibit 10.13

SHAREHOLDER AGREEMENT

Dated 6 February 2018

Between

SatixFy UK Limited

and

ST Electronics (Satcom & Sensor Systems) Pte Ltd

relating to the establishment of

Company UK Ltd

TABLE OF CONTENTS

Contents Page

1. Definitions and Interpretation 1

2. Formation of Company 4

3. Purpose, Scope and Business of the Company 5

4. Shareholders’ Obligations 7

5. Board of Directors and Other Officers of the Company 8

6. General Meetings 10

7. Transfer of Shares 11

8. Warranties 14

9. Shareholder Restrictions 14

10. Finance 15

11. Deadlock 15

12. General Obligations of Shareholders 16

13. Prevalence of Agreement 16

14. Duration and Termination 16

15. Confidentiality 16

16. Announcements 18

17. No Partnership 18

18. Indulgence, Waiver, etc. 18

19. Costs 18

20. Notices and General 18

21. Other Conditions 20

22. Variation of Agreement 20

Schedule 1	The Shareholders	21
Schedule 2	Reserved Matters	22
Schedule 3	Annual Strategic Plan	24
Schedule 4	STEE-SatComS Investment Plan	25
Appendix A	Deed of Ratification and Accession	27

i

THIS SHAREHOLDER AGREEMENT (“Agreement”) is entered into on 6 February 2018 among:

(1) SatixFy UK Limited, a company incorporated in England and having its registered office at Spectrum Point 279 Farnborough Road Farnborough, Hampshire GU14 7LS, UK (“SatixFy UK”) of the one part; and

(2) ST Electronics (Satcom & Sensor Systems) Pte Ltd, a company incorporated in Singapore and having its registered office at 1 Ang Mo Kio Electronics Park Road #06-02 ST Engineering Hub Singapore 567710 (“STEE-SatComS”) of the second part; and

WHEREAS :-

A. It is the intent of the Parties to collaborate with each other to form a company incorporated in England (the “Company”) to develop and sell a line of products for various commercial aircraft services and live TV, where the Company’s products will be complete and self-contained, and will generally be installed and operated on commercial aircrafts ; and

B. SatixFy UK has developed the first of its kind generic modular digital multi-beam-steering flat-Panel Antenna Array and modem based on line of sight communication technologies and products including chips, hardware, software and architecture to be used for various commercial aircraft applications; and

C. STEE-SatComS, together with its related company iDirect, have developed and are selling their range of products including modem, terminals, hubs, hardware, software, network management and architecture used for various commercial and defence satcom applications, including aircraft applications.

D. SatixFy UK and STEE-SatComS wish to enter into the joint venture and the joint venture shall be conducted through the Company, which will be incorporated under the laws of England upon the terms and conditions set forth herein, to develop products for commercial aircraft applications for the commercial aviation market to be based on the generic PAA developed by SatixFy UK, and

E. SatixFy UK and STEE-SatComS have agreed to regulate the affairs of the Company and the respective rights of SatixFy UK and STEE-SatComS as shareholders of the Company on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, based on the considerations above and confirming that all Parties are informed completely, in conformity with the principles of equality and mutual benefit, all Parties hereby agree as follows:

1. Definitions and Interpretation

1.1 In this Agreement and the Schedules, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings respectively ascribed to them:

“Act” means the Companies Act of UK;

“Annual Strategic Plan” has the meaning given to it in Schedule 3;

“Auditors” means the auditors for the time being of the Company;

“Board” means the board of directors for the time being of the Company;

“Business” has the meaning given to it in Clause ‎3.2;

“Business Day” means a day which is not a Friday, a Saturday, a Sunday or a public holiday in England, in Israel or in Singapore;

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“Buyer” has the meaning given to it in Clause ‎7.2.1(iv);

“Constitutional Documents” means the Articles of Association of the Company;

“Deadlock Matter” has the meaning given to it in Clause ‎11.2.1;

“Deadlock Notice” has the meaning given to it in Clause ‎11.2.1;

“Deed of Ratification and Accession” means the deed substantially in the form set out in Appendix A;

“Directors” means the directors for the time being of the Company;

“Encumbrances” means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing;

“Notice” has the meaning given to it in Clause ‎20.1.1;

“Officer” has the meaning given to it in Clause ‎11.2.1;

“Ordinary Shares” means ordinary shares in the capital of the Company;

“Other Shareholders” has the meaning given to it in Clause ‎7.2;

“PAA” means SatixFy UK’s generic flat-panel antenna array which comprises the multi-beam electronically steerable antenna panels at various frequencies. including all electronic components required to operate the PAA such as antenna control units, onboard embedded modem and power supply;

“Parties” means the Shareholders and the Company, and “Party” means any of them;

“Permitted Transferee” has the meaning given to it in Clause ‎7.4.1;

“Prescribed Terms” has the meaning given to it in Clause ‎7.2.1(iii);

“Production” means the assembly of parts/modules/subsystems, test and integration including packaging and RMA services;

“Reserved Matters” means the matters specified in Schedule 2, and “Reserved Matter” means any of them;

“SAS” means Satellite Antenna System.

“Sale Shares” has the meaning given to it in Clause ‎7.2.1(i);

“Shareholders” means SatixFy UK and STEE-SatComS and any other person holding Shares who shall have executed a Deed of Ratification and Accession pursuant to Clause ‎7.5.3 and is registered as a member in the Company’s electronic register of members kept and maintained by the Registrar of Companies

“Shareholding Percentage” means, in relation to any Shareholder and at any time, the total number of issued Ordinary Shares registered in the name of that Shareholder in the Company’s electronic register of members kept and maintained by the Registrar of Companies at that time expressed as a percentage of all the issued Ordinary Shares in the capital of the Company as at that time. The Shareholding Percentage of each Shareholder as at the date hereof is specified against its name in column (3) of Schedule 1;

“Shares” means issued shares in the capital of the Company;

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“SatixFy UK Director” has the meaning given to it in Clause ‎5.2.1;

“STEE-SatComS Director” has the meaning given to it in Clause ‎5.2.2;

“Transfer Notice” has the meaning given to it in Clause ‎7.2;

“Transferor” has the meaning given to it in Clause ‎7.2;

“Transferor’s Price” has the meaning given to it in Clause ‎7.2.1(ii); and

“US Dollar(s)” and the sign “US$” mean the lawful currency of USA;

1.2 Subsidiary Legislation: References to a statutory provision include any subsidiary legislation made from time to time under that provision.

1.3 Modification etc. of Statutes: References to a statute or statutory provision include that statute or provision as from time to time modified, re-enacted or consolidated, whether before or after the date of this Agreement, so far as such modification, re-enactment or consolidation applies or is capable of applying to any transaction entered into in accordance with this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statute or statutory provision (as from time to time modified, re-enacted or consolidated) which such statute or provision has directly or indirectly replaced.

1.4 Singular, Plural, Gender: References to one gender include all genders and references to the singular include the plural and vice versa.

1.5 References to Persons and Companies: References to:

1.5.1 a person include any company, limited liability partnership, partnership, business trust or unincorporated association (whether or not having separate legal personality); and

1.5.2 a company shall include any company, corporation or any body corporate, wherever incorporated.

1.6 Companies Act: The words “corporation”, “subsidiary” and “wholly owned subsidiary” shall have the same meanings in this Agreement as their respective definitions in the Act.

1.7 Clauses, Schedules, etc.: References to this Agreement include any Recitals and Schedules to it and references to Clauses, Recitals, Schedules and Appendices are to the clauses and recitals of, and schedules and appendices to, this Agreement. References to paragraphs are to paragraphs of the Schedules.

1.8 Information: References to books, records or other information mean books, records or other information in any form including paper, electronically stored data, magnetic media, film and microfilm.

1.9 Headings: Headings shall be ignored in interpreting this Agreement.

1.10 Construction: Unless a contrary indication appears, a reference in this Agreement to “including” shall not be construed restrictively but shall mean “including without prejudice to the generality of the foregoing” and “including, but without limitation”, and “otherwise” shall not be construed as limited by words with which it is associated.

1.11 Others

1.11.1 Unless the context otherwise requires or permits, references to natural persons shall include bodies corporate and vice versa.

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1.11.2 References to “financial year” are to a period in respect of which the audited financial statements of the Company has been or is to be prepared for the purpose of laying before the Company at its annual general meeting, whether that period is a year or not.

2. Formation of Company

2.1 Within fourteen (14) days from the signing of this Agreement, STEE-SatComS shall initiate the process to incorporate the Company in England as a private limited company under the laws of England and Wales. A firm of solicitors to be mutually agreed by the Parties, shall undertake the formalities of incorporating the Company. The Parties shall use their best endeavours to cooperate in executing all formalities for incorporating the Company. The name of the Company shall be mutually agreed by the Parties and approved by the Registrar of Companies.

2.2 The Company shall have its registered office at such premises as shall be mutually agreed in writing between them. The Parties will use their best endeavours to obtain suitable premises which will not incur high overheads to be used as the base for the conduct for all operations relating to the Company’s Business.

2.3 The Articles of Association of the Company shall be drawn up to carry into effect the provisions of this Agreement with such further modifications as the Parties shall agree in writing. Any amendments to the Articles of Association shall be in accordance with the Act or any statutory modification or re-enactment which may be in force. If the Articles of Association as ultimately registered contain provisions that are different or in conflict with any of the provisions of this Agreement, the provisions of this Agreement shall prevail and the Parties shall amend or cause to be amended the Articles of Association that it shall be consistent with this Agreement.

2.4 The initial authorised capital of the Company shall be 1,000 GBP divided into 1,000 ordinary shares of 1 GBP par value each.

2.5 Upon incorporation of the Company, STEE-SatComS shall be issued 49 shares of the Company, constituting, at that stage, the entire issued share capital of the Company for a total consideration of US$20m. The disbursement of the US$20m will be made in accordance to Schedule 4.

2.6 Following the opening of the bank account of the Company, the Company shall then grant 51 shares to SatixFy. In consideration of such issuance of 51 shares by the Company, SatixFy UK shall grant the Company the following rights and assets to the Company: (a) the future development services; (b) the exclusive marketing rights for the commercial aviation market; (c) technical skills; (d) staff expertise; (e) R&D facilities and (f) an exclusive, royalty-free, world-wide, perpetual, non-transferable, irrevocable license (the “License”) to use and commercially exploit SatixFy UK’s intellectual property for the purposes of fulfilling the business plan, including but not limited to development, production, sales and marketing of satellite antenna systems operating in available commercial frequency bands and all satellite orbital planes for commercial aircraft applications. In addition, Satixfy UK shall provide (a) the training and provision of know-how and (b) grant exclusive rights for Singapore defence projects as referred to in Clause ‎21.2.

2.7 The issued capital of the Company shall be held by the Parties as follows:

SatixFy UK	- 51 shares, constituting 51%
STEE-SatComS	- 49 shares, constituting 49%

2.8 Each of the Parties hereto will take such steps as lie within its power to ensure that the Company makes allotments of the shares so applied for and each of such shares so allotted shall, on allotment, rank pari passu in all respects with all issued shares of the Company.

2.9 SatixFy UK shall engage Mazars or one of the Big Four Accounting Firm to carry out the valuation of the License. The valuation of the License, including the scope and methodology, shall be transparent to STEE-SatComS and STEE-SatComS shall be involved of the valuation process. SatixFy UK agrees to carry out the valuation of the License in good faith and for the benefit of the Company with the end result that such valuation of the License is acceptable to the auditor of the Company. Should SatixFy UK for any reason not start the valuation of the License within the two (2) months, STEE-SatComS shall be carry out its own independent valuation of the License and recover such expenses from SatixFy UK without any prejudice to any remedies STEE-SatComS has at law or equity.

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3. Purpose, Scope and Business of the Company

3.1 Purpose: the purpose of the Company is to develop and sell a line of products and services for various commercial aircraft communication applications based on the generic PAA developed by SatixFy UK.

3.2 Business: The Shareholders agree that the business of the Company shall be the development / marketing / sales / supply of satellite antenna system for commercial aircraft applications for the commercial aviation market which shall include a range of PAA operating in various commercial frequency bands, various satellite orbital planes, as well as such other businesses as may from time to time be agreed on by the Shareholders, (the “Business”).

3.3 Annual Budget and Business Plan: The management of the Company shall also prepare and deliver to the Board an annual budget and business plan no later than 90 days before the end of each financial year, which plan shall:

3.3.1 include details relating to the matters set out in Schedule 3 and to the following matters:

(i) financial and operating highlights of the immediately preceding financial year;

(ii) five-year profit and loss, balance sheet and cashflow projections;

(iii) five-year financing plan; and

(iv) key performance indicators; and

3.3.2 require the approval of the Board.

3.4 Development of the satellite antenna system

3.4.1 The Parties agree that the development works required to adapt the SatixFy UK generic flat Panel Antenna Array (PAA) for commercial aircraft application for the commercial aviation market will be subcontracted by the Company to SatixFy UK.

3.4.2 The Parties agree that only technologies from SatixFy UK, iDirect and STEE-SatComS shall be used by the Company for the development and production of the SAS. No other third-party technology is permitted to be used unless otherwise mutually agreed by all the Parties. The Parties agree that iDirect technologies shall be used so long as VT iDirect remains an affiliate of STEE-SatComS.

3.4.3 Pursuant to clause ‎3.4.2 and ‎3.4.4, the Parties agree that iDirect modem software would be ported to the on-board SatixFy UK modem chips (which is part of the ACU). The external Aero modem for the Company shall be developed by SatixFy UK and will be based on the SatixFy UK modem chips and will include iDirect modem software as well. Requirements for additional RF developmental works shall be subcontracted by the Company to STEE-SatComS.

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3.4.4 The Parties also agreed on the Scope of Work (“SoW”) which shall be subcontracted by the Company to the Parties according to the table below:

SatixFy UK	STEE-SatComS (includes iDirect
PAA	Production of the SAS which includes integration and Testing
Power Supply	Mechanical (incl cooling)
Antenna control unit (ACU) & onboard modem	Radome
*External Aero modem with SX-3000 and/or SX-3099 including modem software (provided by iDirect). *Modem software porting to antenna with embedded modem based on SX-3000 and/or SX-3099 (provided by iDirect)	Network Management System
	Satellite Network System Design
	Product Certification
	*Provision of Modem software to SatixFy for porting into Modem(External and embedded)

*The following work scope will be undertaken by Satixfy UK and iDirect according to the payment shown in Schedule 4 Table 1. 

1. Development of external Aero modem,

2 Supply of iDirect modem software,

3. Supply of iDirect Software Development Kit,

4. Port iDirect modem software to the embedded and external Aero modem,

5. End-to-end modem network certification for integration of the external Aero modem into the iDirect network.

3.4.5 The Parties agree that SatixFy UK has a few potential programmes currently under discussion with potential customers for the SAS. If the programmes mature, the adaptation of the SAS to the specific customer’s requirement shall be done by SatixFy UK. STEE-SatComS shall perform the other SoW according to the table 3.4.4 above in accordance to the specific customer’s requirement and if possible in accordance to the existing European Space Agency proposal. The sales and production of the SAS shall be performed through the Company. It is also understood that these programs will require a full own SAS development.

3.5 Satellite Antenna System Integration

3.5.1 STEE-SatComS shall have the first right of refusal for the integration of the SAS at commercially competitive terms and conditions.

3.6 Supply of Parts for the Satellite Antenna System to the Company by the Shareholders

3.6.1 Any parts required by the Company for the SAS that are supplied by the Shareholders (or their affiliated parties) shall be supplied at transfer prices as set forth in the applicable R&D agreements. Such parts shall include, but not be limited to, the following:

• PAA

• Cooling plate, bottom plate

• All electronic and software components required to operate the SAS such as antenna control units, modem which operates on the iDirect network (either embedded or hardware card for aero enclosure or self-contained aero enclosure modem) , delivery of digital/RF streams that are capable of being received by the RF performances of the antenna but not including decrypting and power supplies,

• Radome

• Network Management System

• Satellite Network Design

• Interface Panel

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3.7 IP

3.7.1 The Company shall own the foreground IP specifically generated for the development of the Company’s SAS. The background IP shall remain at the sole ownership of the Parties who own it. SatixFy UK’s background IP shall be licensed to the Company on a perpetual, exclusive basis based on the licensing agreement.

3.8 Launch Customer

3.8.1 It is the intention of the Parties that PaxLife shall serve as the launch customer for the development of Ku-band beam steering aero-antenna for commercial aviation (narrow-body). PaxLife has agreed to purchase 200 units of the developed SAS.

3.8.2 The Parties agree to novate any agreement signed regarding the development of SAS with Paxlife to the Company.

4. Shareholders’ Obligations

In consideration of the mutual obligations of the Shareholders herein contained, and except as the Shareholders may otherwise agree in writing or save as otherwise provided or contemplated in this Agreement, each of the Shareholders shall exercise its voting rights and powers available to it to ensure that:

4.1.1 the Company shall adopt such amendments to the Constitutional Documents as shall be necessary to conform the Constitutional Documents with the provisions of this Agreement within 30 days from the date of this Agreement;

4.1.2 the Company carries on its business and conducts its affairs in a proper and efficient manner and for its own benefit;

4.1.3 Directors appointed by that Shareholder under Clause ‎5 will comply with the provisions of this Agreement and their respective constitutional documents and will act in such manner and achieve the full intent and purpose of this Agreement;

4.1.4 the Company shall appoint one of Deloitte Touche Tohmatsu, EY, KPMG, Mazar or PwC or their respective successor firms as its auditor. The auditor shall not be the same as the valuator of the License;

4.1.5 The Company shall keep full and proper accounting records in accordance with UK generally accepted accounting principles relating to its business, undertakings and affairs, which records shall be made available at all reasonable times for inspection by the Directors and/or the Shareholders by prior appointment during office hours;

4.1.6 The Company shall prepare annual financial statements, in each case in accordance with generally accepted accounting principles and in compliance with all applicable legislation in respect of each accounting reference period, and shall procure that such financial statements are audited as soon as practicable and shall supply copies of the same to each of the Shareholders:

4.1.7 The Company shall do all that their respective auditors may reasonably require by way of keeping records and accounts and provide such auditors with all such information and explanation as they may reasonably require and otherwise assist such auditors in all reasonable ways;

4.1.8 The Company shall prepare and provide to each of the Directors monthly management accounts within 30 days after the end of each month and operating statistics and such other trading and financial information in such form as the Board may agree;

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4.1.9 The Company shall establish delegations of financial authority in conformity with what is mutually agreed between the Shareholders, taking into consideration the Reserved Matters as set out in Schedule 2;

4.1.10 if the Company requires any approval, consent or license for the carrying on of its business in the places and in the manner in which it is for the time being carried on or proposed to be carried on, the Company will use its best endeavours to maintain the same in full force and effect;

4.1.11 The Company shall (i) maintain appropriate directors’ and officers’ liability insurance for each of their respective directors; and (ii) without prejudice to the foregoing but subject to the Act and other applicable laws, indemnify each such director in full for any losses, damages, costs and expenses suffered as a result of any liabilities (civil or criminal) incurred by such director as a director of the Company, whether in respect of negligence, default, breach of duty or otherwise; and

4.1.12 Subject to prior coordination the Company shall permit each director (or his alternate or designee) to visit and inspect and examine such the Company’s properties and records.

4.2 Increases in Capital: The issuance of new shares shall require join consent of the Shareholders and each of the Shareholders shall exercise its voting rights for the time being in the Company and take such steps as for the time being lie within its powers to procure that the issue of any unissued shares or of any new Shares from time to time created shall be subject to such consent.

5. Board of Directors and Other Officers of the Company

5.1 Number: Unless otherwise unanimously agreed upon by Shareholders in writing, the Board shall consist of not more than five Directors.

5.2 Composition: The Board shall comprise:

5.2.1 three persons appointed by SatixFy UK as Directors (each such person, an “SatixFy UK Director”); and

5.2.2 two persons appointed by STEE-SatComS as Directors (each such person, an “STEE-SatComS Director”).

Right of Appointment and Removal of the STEE-SatComS Directors and the SatixFy UK Directors: The right of appointment of the STEE-SatComS Directors or the SatixFy UK Directors conferred on the relevant Shareholder under Clause ‎5.2 shall include the right of that Shareholder to remove at any time from office such person appointed by that Shareholder as a Director and the right of that Shareholder at any time and from time to time to determine the period during which such person shall hold the office of Director. The Shareholders agree that where there is a change in the holding of the Shares of the Company, the composition of the Board will be adjusted in accordance to the shareholding of the Company, with the principal that there will be a shareholder having majority board control if the shareholder has more than 50% of the shares of the Company.

5.3 Notice in Writing: Each appointment or removal of a Director pursuant to this Clause shall be in writing and signed by or on behalf of the Shareholder or the Shareholders concerned and shall be delivered to the registered office for the time being of the Company.

5.4 Further Director: Whenever for any reason any SatixFy UK Director or STEE-SatComS Director ceases to be a Director or as the case may be, SatixFy UK or STEE-SatComS shall be entitled to appoint forthwith another Director to replace the respective outgoing Director.

5.5 Alternate Director: A Director shall be entitled at any time and from time to time to appoint any person to act as his alternate and to terminate the appointment of such person and in that connection the provisions of the Constitutional Documents shall be complied with. Such alternate director shall be entitled while holding office as such to receive notices of meetings of the Board and to attend and vote as a Director at any such meetings at which the Director appointing him is not present and generally to exercise all the powers, rights, duties and authorities and to perform all functions of his appointer as the Director appointing him. Further, such alternate director shall be entitled to exercise the vote of the Director appointing him at any meetings of the Board and if such alternate director represents more than one Director such alternate director shall be entitled to one vote for every Director he represents.

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5.6 Chairman

5.6.1 The Chairman of the Board shall be jointly appointed by STEE-SatComS and SatixFy UK from the Directors.

5.6.2 The Chairman shall not be entitled to a second or casting vote at any meeting of the Board or at any general meeting of the Company.

5.7 Meetings of Directors

5.7.1 The Directors shall hold meetings of the Directors at such time, place and frequency as the Board may decide from time to time. Any Director may call a meeting of the Directors.

5.7.2 Each of the Directors shall be entitled to receive not less than 14 Business Days’ written notice of all meetings of the Directors (or such shorter period of notice in respect of any particular meeting as may be agreed jointly by all the Directors) specifying the date, time and place of the meeting and the business to be transacted thereat.

5.7.3 The quorum at a meeting of Directors necessary for the transaction of any business of the Company shall be at least two Directors, being at least one Director appointed by SatixFy UK and at least one Director appointed by STEE-SatComS. In the event that a meeting of Directors duly convened cannot be held for lack of quorum, the meeting shall be adjourned to the same time and day of the following week and at the same place and at least three Business Days’ notice shall be given to the Directors in relation to such adjourned meeting. The quorum for any such adjourned meeting shall be all Directors present at that meeting.

5.7.4 Subject to Clause ‎5.8, all resolutions of the Directors at a meeting or adjourned meeting of the Directors shall be adopted by a simple majority vote of the Directors present.

5.7.5 A resolution in writing signed by all of the Directors for the time being or their alternates shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one or more of the Directors. The expressions “in writing” and “signed” include approval by wireless or facsimile transmission.

5.7.6 The Directors may participate in a meeting of the Directors by means of a conference telephone or a video conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a Director to be in the physical presence of another Director(s) and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Directors participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum under Clause ‎5.7.3 at all times during such meeting, all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Directors attending the meeting, provided that at least one of the Directors present at the meeting was at that place for the duration of the meeting.

5.8 Reserved Matters: Subject to any additional requirements specified by the Act, the Shareholders hereby undertake to and with each other that none of the Reserved Matters set out in Schedule 2 shall be taken by the Company unless with the prior written approval of the Shareholders (so long as such Shareholder or Shareholders hold at least 25% of the issued and outstanding share capital of the Company).

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5.9 Committees: The Board may delegate any of its powers, including the day-to-day running of the business to a committee or committees consisting of such member or members of its body as it deems fit provided always that each Shareholder shall be entitled to nominate at least one Director appointed by it to any such committee.

5.10 Appointment of Management:

5.10.1 The following appointments will be approved by at least 75% of the Board

(i) CEO/GM who will be a candidate with relevant experience and of seniority in the IFCE industry

(ii) CFO

(iii) COO

(iv) CTO

5.10.2 It is the intent of the Parties that at the formation of the Company, the Company would be lightly staffed with just the CEO, Programme Manager and, System Engineer. Any future addition of staff would be decided by the CEO based on the operational needs of the Company.

5.10.3 STEE-SatComS has the right to appoint a finance resource from STEE-SatComS (subject to the execution of a standard non-disclosure agreement) to monitor and audit the accounts of the Company to ensure it is in accordance with STEE-SatComS’ finance, standard, practice and policies. For the avoidance of doubt, this finance resource has no approving authority in the Company.

5.10.4 The Company shall permit the Shareholders to conduct internal audit through their appointed internal auditors.

6. General Meetings

6.1 Quorum and Voting

6.1.1 Unless longer notice is required by law, each Shareholder shall be entitled to receive not less than 14 Business Days’ written notice of all general meetings (or such shorter period of notice in respect of any particular meeting as may be agreed by all the Shareholders) specifying the date, time and place of the meeting and the business to be transacted thereat.

6.1.2 The quorum at a general meeting of the Company necessary for the transaction of any business of the Company shall be both Shareholders present in person or by proxy. In the event that a general meeting of the Company duly convened cannot be held for lack of a quorum, the meeting shall be adjourned to the same time and day of the following week and at the same place and at least three Business Days’ notice shall be given to the Shareholders in relation to such adjourned meeting. The quorum for any such adjourned meeting shall be any one Shareholder present.

6.1.3 Subject to any additional requirements specified by the Act and Clause ‎5.8, all resolutions of the Shareholders shall be adopted by a simple majority vote of the Shareholders present and voting and on the basis that each Ordinary Share will carry one vote.

6.1.4 A resolution in writing signed by all of the Shareholders shall be as valid and effectual as if it had been passed at a general meeting duly called and constituted. Any such resolution may consist of several documents in like form, each signed by one or more of the Shareholders. The expressions “in writing” and “signed” include approval by wireless or facsimile transmission.

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6.1.5 The Shareholders may participate in a general meeting by means of a conference telephone or a video conference telephone or similar communications equipment by which all persons participating in the meeting are able to hear and be heard by all other participants without the need for a Shareholder to be in the physical presence of the other Shareholder(s) and participation in the meeting in this manner shall be deemed to constitute presence in person at such meeting. The Shareholders participating in any such meeting shall be counted in the quorum for such meeting and subject to there being a requisite quorum under Clause ‎6.1.2 at all times during such meeting, all resolutions agreed by the Shareholders in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Shareholders duly convened and held. A meeting conducted by means of a conference telephone or a video conference telephone or similar communications equipment as aforesaid is deemed to be held at the place agreed upon by the Shareholders attending the meeting, provided that at least one of the Shareholders present at the meeting was at that place for the duration of the meeting.

7. Transfer of Shares

7.1 Restriction on Transfer

7.1.1 Subject to Clause ‎7.4, no Shareholder shall transfer all or any part of the Shares held by it or otherwise sell, dispose of or deal with all or any part of its interest in such Shares unless and until the rights of pre-emption conferred by this Clause ‎7 have been exhausted.

7.1.2 No Shareholder shall, without the prior written consent of the other Shareholders, create or have outstanding any Encumbrance or security interest on or over any Shares or any part of its interest in such Shares (otherwise than by a transfer of such Shares in accordance with this Agreement).

7.1.3 No Shareholder shall sell any of its shares within the first three (3) years of the formation of the Company without the consent of the other Shareholder

7.2 Right of First Refusal

7.2.1 Subject to Clause ‎7.1.3, every Shareholder who desires to transfer any Share or Shares (the “Transferor”) shall give to the Company and the Shareholders other than the Transferor (the “Other Shareholders”) notice in writing of such desire (a “Transfer Notice”), which notice shall specify:

(i) the number of Shares proposed to be sold and transferred (the “Sale Shares”);

(ii) the price fixed by the Transferor for the sale of each such Sale Share (the “Transferor’s Price”);

(iii) the other material terms and conditions of such sale (the “Prescribed Terms”); and

(iv) the identity of the person to whom the Transferor proposes to transfer such Shares, who shall in no event be a competitor of the Other Shareholders, unless the prior written consent of such Other Shareholders will have been obtained (the “Buyer”).

7.2.2 Subject as hereinafter mentioned, a Transfer Notice shall constitute an offer by the Transferor for the sale of the Sale Shares to the Other Shareholders at the Transferor’s Price and on terms not less favourable than the Prescribed Terms. Subject to Clause ‎7.2.5, a Transfer Notice shall not be revocable except with the unanimous consent of the Other Shareholders.

7.2.3 The Transferor shall forthwith by notice in writing invite the Other Shareholders to apply in writing to the Company within 14 days of the date of dispatch of the notice by the Company (which date shall be specified therein) for such maximum number of the Sale Shares (being all or any thereof).

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7.2.4 If the Other Shareholders shall within the said period of 14 days apply for all of the Sale Shares, the Transferor shall allocate the Sale Shares to or amongst the applicants and in case of competition pro-rata (as nearly as possible) according to the Shareholding Percentages of the applicants; provided that no applicant shall be obliged to take more than the maximum number of Sale Shares specified by it as aforesaid. The Transferor shall forthwith give notice of such allocations (an “Allocation Notice”) to the Other Shareholders to whom the Sale Shares have been allocated and shall specify in such Allocation Notice the place and time (being not earlier than seven and not later than 14 days after the date of the Allocation Notice) at which the sale and purchase of the Sale Shares so allocated shall be completed.

7.2.5 If none of the Other Shareholders have applied for the Sale Shares or if the Other Shareholders do not, on a collective basis, apply to purchase all the Sale Shares, the Transferor shall, subject to Clause ‎7.3, be entitled to sell all the Sale Shares, in accordance with the terms specified in the Transfer Notice (except that the Transferor may provide representations, warranties, covenants and indemnities customary for such transfer to the Buyer), and within three-months.

7.2.6 Subject to Clause ‎7.2.4 and ‎7.2.5 above, the Transferor shall be bound to transfer the Sale Shares comprised in an Allocation Notice to the purchasers named therein at the time and place therein specified by the delivery of duly executed transfer forms together with the relevant share certificates in respect of such Sale Shares and, if required by the purchasers, the Stamp Duty Documents and, if it shall fail to do so, any Director shall be deemed to have been appointed attorney of the Transferor with full power to execute, complete and deliver, in the name and on behalf of the Transferor, transfers of the Sale Shares to the purchaser thereof against payment of the price to the Company. On payment of the price to the Company, the purchaser shall be deemed to have obtained a good quittance for such payment and on execution and delivery of the transfer the purchaser shall be entitled to insist upon its name being entered in the Company’s electronic register of members kept and maintained by the Registrar of Companies as the holder by transfer of the Sale Shares. The Company shall forthwith pay the price into a separate bank account in the Company’s name and shall hold such price in trust for the Transferor.

7.3 Tag Along Right

7.3.1 Prior to an initial public offering occurring and following application of the Right of First Refusal process set out in clause ‎7.2, if a Shareholder (a “Transferor”) intends to effect, in one or more related transactions, a transfer of shares (such transfer, a “Transfer” and such shares, the “Transfer Shares”) to a proposed purchaser (a “Proposed Purchaser”), the other Shareholders (the “Tag Shareholders”) shall be entitled to participate in such Transfer on a pro-rata basis, pursuant to the below.

7.3.2 Tag-Along Notice. The Transferor shall be required to serve a notice on all Tag Shareholders as soon as reasonably practicable after agreeing to a Transfer of the Transfer Shares (a “Tag-Along Notice”), specifying:

(i) the identity of the Proposed Purchaser; and

(ii) a proposed date for completion of the Transfer of the Transfer Shares to the Proposed Purchaser; and

(iii) the number and class of Transfer Shares held by the Transferor that are the subject of the proposed Transfer to the Proposed Purchaser; and

(iv) the price at which the Transfer Shares that are the subject of the Transfer to the Proposed Purchaser are proposed to be transferred at; and

(v) any other material terms (including conditions) attached to the proposed Transfer.

(vi) whether or not the Proposed Purchaser is willing to purchase other classes or series of Preference Shares,

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7.3.3 Exercise of Tag-Along Right. Each Tag Shareholder shall have the right, exercisable by written notice to the Transferor (which shall be irrevocable and binding) within twenty (20) Business Days after being served with the Tag-Along Notice (the “Tag-Along Period”), to require the Transferor to provide as part of its proposed Transfer that such Tag Shareholder shall be given the right to include all or part of its Shares (such Shares, the “Tag Shares”) in the Transfer. If any Tag Shareholder exercises its rights hereunder, the Transfer of the Transfer Shares by the Transferor shall be subject to the Proposed Purchaser purchasing, as part of the Transfer agreement, Tag Shares from such Tag Shareholder (or any part thereof chosen by such Tag Shareholder to be Transferred, if it gave notice with respect to less than all its Shares), and the Transferor shall not proceed with such Transfer unless such Tag Shareholder is given the right to so participate in the Transfer and the failure of which shall render such Transfer as null and void.

7.3.4 If a Tag Shareholder does not respond to the Tag Notice within the Tag-Along Period stating its wish to participate in the Transfer, it shall be deemed to have declined to participate in such transfer. The Transferor shall be entitled to Transfer all, or the appropriate pro-rata portion (together with the participating Tag Shareholders’ Tag Shares), as applicable, of the Transfer Shares, to the Proposed Purchaser at any time within ninety (90) calendar days after the lapse of the Tag-Along Period. Any such Transfer shall not be on more favourable terms and conditions to the Proposed Purchaser than those specified in the Tag Notice. Any of the Transferor’s Shares in the Company not so Transferred within such ninety (90) calendar day period shall continue to be subject to the requirements of this clause ‎7.3.

7.3.5 The exercise or non-exercise of the right to participate hereunder with respect to a particular Transfer by a Transferor shall not adversely affect the right of Tag Shareholders to participate in subsequent Transfers by the Transferor pursuant to this clause ‎7.3.

7.3.6 For the avoidance of doubt, a Transfer by a Transferor to its Permitted Transferee in accordance with the provisions of this Agreement shall not trigger the application of this clause ‎7.3.

7.4 Permitted Transfers

7.4.1 The restrictions on transfer of Shares contained in Clause ‎6.1 shall not apply in the case of a transfer of all of the Shares owned by a Shareholder to a wholly owned subsidiary of such Shareholder (each, a “Permitted Transferee”).

7.4.2 Following a transfer of Shares to a Permitted Transferee, the original transferring Shareholder shall remain party to this Agreement and shall be jointly and severally liable with the transferee under this Agreement as a Shareholder in respect of the transferred Shares.

7.4.3 If however at any time after a transfer of Shares is effected by a Shareholder to its Permitted Transferee, such transferee ceases to be a Permitted Transferee of the transferring Shareholder, it shall be the duty of the transferring Shareholder and such transferee to notify the Board in writing that such event has occurred and both the transferring Shareholder and such transferee shall jointly and severally undertake to procure and ensure that all (and not some only) of the Shares held by such transferee are immediately transferred to the transferring Shareholder or another Permitted Transferee of the transferring Shareholder.

7.5 Conditions of Transfers

Notwithstanding any of the provisions of this Agreement to the contrary, the Company shall not register any transfer of its Shares unless and until:

7.5.1 the approval of any regulatory authority to such transfer of Shares, if required pursuant to any law, rule or regulation (or by the terms of any licence, approval or permit held by the Company), has been obtained;

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7.5.2 all stamp duties payable in respect of the transfer of the Shares have been paid;

7.5.3 where Shares are transferred to any transferee, such transferee (if not already party to this Agreement) executes and delivers to each of the other Parties a Deed of Ratification and Accession under which such transferee shall agree to be bound by and shall be entitled to the benefit of this Agreement as if an original party hereto in place of, or in addition to, the transferring Shareholder; and

7.5.4 upon the delivery to the Company of such Deed of Ratification and Accession executed by such transferee and the registration of the Shares in the name of such transferee, such transferee shall be bound by and shall be entitled to the rights and benefits of this Agreement in respect of such Shares.

7.6 Void Transfers

Any transfer of Shares that is not made in substantial compliance with the provisions of this Clause ‎7 shall be null and void.

8. Warranties

Each Shareholder hereby warrants and undertakes to and with the other Shareholders that:

8.1 Incorporation: It is a company duly incorporated and validly existing under its laws of incorporation.

8.2 Authority to Enter into This Agreement: It has the legal right and full power and authority to enter into and perform this Agreement, which when executed will constitute valid and binding obligations on it, in accordance with its terms.

8.3 No Breach: The execution and delivery of, and the performance by it of its obligations under this Agreement will not and are not likely to:

8.3.1 result in a breach of any provision of its constitution; or

8.3.2 result in a breach of, or give any third party a right to terminate or modify, or result in the creation of any Encumbrance under, any agreement, licence or other instrument or result in a breach of any order, judgment or decree of any Court, governmental agency or regulatory body to which it is a party or by which it or any of its assets is bound.

9. Shareholder Restrictions

9.1 Non-Competition

9.1.1 In so far as the Parties are shareholders in the Company, both Shareholders shall not, compete with the Company regarding the Business of the Company. SatixFy UK shall ensure that SatixFy Limited/SatixFy Israel Ltd shall not develop a satellite antenna in competition with the Business of the Company. STEE-SatComS shall ensure that VT iDirect shall not develop a satellite antenna in competition with the Business of the Company. It is the intention of the Shareholders to cooperate exclusively in this Business. The PAA developed by SatixFy UK for the Company can only be sold through the Company. For the avoidance of doubt, besides the above restriction nothing herein shall prohibit any of the Shareholders from undertaking or performing any business or activity of which was performed or undertaken by them prior to the formation of the Company, which includes selling of modems or licensing of the modem software and associated services.

9.1.2 The Shareholders agreed in principle that SatixFy UK will not sell the chips directly or indirectly to any party who is developing a SAS that will compete with the Business of the Company. In cases where SatixFy UK needs to sell the chips to any other party specifically for the commercial aircraft applications, it shall be sold through the Company at the sales terms to be determined by the Company. However, SatixFy UK shall be allowed to sell its chips with no limitation to any parties outside of the commercial aircraft applications.

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9.2 Non-Solicitation

9.2.1 Each Shareholder shall not (whether alone or jointly with another and whether directly or indirectly) for a period of three years from the date of this Agreement or until this Agreement is terminated with respect to that Shareholder, whichever occurs first, solicit or contact with a view to the engagement or employment by any person, any employee or officer of the Company or any person who has been an employee or officer of the Company within the previous six-month period. For the avoidance of doubt, nothing herein shall prohibit a Shareholder to continue employing an employee of the Company who was previously or concurrently employed also by such Shareholder (directly or indirectly).

9.2.2 The placing of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency shall not constitute a breach of this provision provided that such Shareholder does not (whether alone or jointly with another and whether directly or indirectly) encourage or advise such agency to approach any such employee or officer.

9.3 Severance: Each and every obligation under Clauses ‎9.1 and ‎9.2 shall be treated as a separate obligation and shall be severally enforceable as such. In the event of any obligation or obligations being or becoming unenforceable in whole or in part such part or parts as are unenforceable shall be deleted from this Clause ‎9 and any such deletion shall not affect the enforceability of all such parts of this Clause ‎9 as remain not so deleted.

9.4 Modifications to Restrictions: While each Shareholder acknowledges that the restrictions contained in Clauses ‎9.1 and ‎9.2 are reasonable in all the circumstances it is recognised that restrictions of the nature in question may fail for technical reasons unforeseen and accordingly, it is hereby agreed and declared that if any of such restrictions shall be adjudged to be void as going beyond what is reasonable in all the circumstances for the protection of the interests of the Company but would be valid if part of the wording thereof were deleted or the periods thereof reduced or the range of activities or area dealt with thereby reduced in scope, the said restriction shall apply with such modifications as may be necessary to make it valid and effective.

10. Finance

10.1 Additional Finance in the Ordinary Course of Business

10.1.1 Board approval with at least 80% of the Directors approving shall be required for additional funding in the ordinary course of business

10.1.2 All Shareholders’ loans provided to the Company shall be provided on arm’s length terms that are not less favourable to the Company than the then-prevailing market terms.

10.1.3 Notwithstanding any other provision of this Agreement, the total aggregate borrowings of the Company at any time shall not exceed US$ 40 Million.

11. Deadlock

11.1 Deadlock: In the event that in relation to any Reserved Matter, the approval of Shareholders with an aggregate Shareholding Percentage of at least 75 per cent for that Reserved Matter cannot be obtained after three successive attempts to obtain such approval within any 45-day period a deadlock shall be deemed to arise.

11.2 Resolution of Deadlock

11.2.1 Immediately upon the occurrence of any deadlock, any Shareholder may by written notice (the “Deadlock Notice”) refer the matter which is the subject of the approval under Clause ‎11.1 (the “Deadlock Matter”) to the President of Singapore Technologies Electronics Limited and the Chief Executive Officer of SatixFy Limited (or the most senior officer of each of the Shareholders) (the “Officer”). Upon the Deadlock Notice being given, each Shareholder shall procure that its Officer shall negotiate in good faith with the other Officer(s) with a view to resolution of such matter. Upon the resolution of such matter, the Directors shall be bound to give effect to the agreement reached between the Officers in respect of such matter.

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11.2.2 If the Deadlock Matter is not resolved by the Officers within 14 days after the date of the Deadlock Notice (or such other date as mutually agreed between the Shareholders), the Shareholders shall discuss in good faith the acquisition by one Shareholder of all the Shares held by the other Shareholder, such acquisition to be on terms to be mutually agreed on a “willing buyer, willing seller” basis.

11.2.3 If the Shareholders do not sign definitive agreements for the acquisition of all the Shares in accordance with Clause ‎11.2.2 above within three months of the commencement of their discussion on the same, or such longer period as may be mutually agreed to by the Shareholders, the Shareholders shall take such steps as are necessary to procure and ensure the winding-up of the Company.

12. General Obligations of Shareholders

Each Shareholder shall take all steps necessary on its part to give full effect to the provisions of this Agreement and to procure (so far as it is able by the exercise of voting rights or otherwise so to do) that the Company and the Directors shall perform and observe the provisions of this Agreement.

13. Prevalence of Agreement

In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of the Constitutional Documents, the provisions of this Agreement shall as between the Shareholders prevail and the Shareholders shall, so far as they are able, cause such necessary alterations to be made to the Constitutional Documents as are required to remove such conflict.

14. Duration and Termination

14.1 Subject to the other provisions of this Agreement, this Agreement shall continue in full force and effect without limit in point of time until the earlier of:

14.1.1 the Shareholders agree in writing to terminate this Agreement; or

14.1.2 an effective resolution is passed or a binding order is made for the winding-up of the Company other than to effect a scheme of reconstruction or amalgamation, or

14.1.3 an initial public offering of the shares of the Company,

provided that this Agreement shall cease to have effect as regards any Shareholder who ceases to hold any Shares save for any of its provisions which are expressly or by implication intended to continue in force after termination (including under Clauses ‎11.2 and ‎15 and this Clause ‎16).

14.2 Termination of this Agreement shall be without prejudice to any liability or obligation in respect of any matters, undertakings or conditions which shall not have been observed or performed by the relevant Shareholder prior to such termination.

15. Confidentiality

15.1 Communications Confidential: All communications between the Company and the Shareholders or any of them and all information and other material supplied to or received by any of them from any one or more of the others which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the recipient alone, or to be used by the recipient only for the benefit of the Company, any information concerning the business transactions or financial arrangements of the Company or of the Shareholders or any of them, or of any person with whom any of them is in a confidential relationship with regard to the matter in question coming to the knowledge of the recipient shall be kept confidential by the recipient and shall be used by the recipient solely and exclusively for the benefit of the Company unless:

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15.1.1 the information is about the Company which the Board has unanimously confirmed in writing to the Shareholders is not confidential;

15.1.2 the Party whose information is to be disclosed or used has given prior written approval to the disclosure or use;

15.1.3 the information is or becomes publicly available (other than by breach of this Agreement);

15.1.4 the information is independently developed by the relevant Party or is acquired from a third party, to the extent that it is acquired with the right to disclose it, as can be shown respectively by that Party’s written records or other reasonable evidence;

15.1.5 the information is lawfully in the possession of the relevant Party free of any restriction on disclosure, as can be shown respectively by that Party’s written records or other reasonable evidence;

15.1.6 the information, following disclosure under this Clause ‎15.1, becomes available to the relevant Party, as can be demonstrated respectively by that Party’s written records or other reasonable evidence, from a source which is not bound by any obligation of confidentiality in relation to such information;

15.1.7 the disclosure of confidential information is by a Party to its directors, officers or employees or its wholly owned subsidiaries who need to know that confidential information in its reasonable opinion for purposes relating to this Agreement and such directors, officers, employees or subsidiaries do not use that confidential information for any other purpose;

15.1.8 the disclosure of information is to the extent required to be disclosed by law, any court of competent jurisdiction, regulatory body, governmental agency or any recognised stock exchange on which the shares of any Shareholder are listed;

15.1.9 the disclosure of information is to any auditor or tax authority to the extent reasonably required for the purposes of the accounting or tax affairs of the relevant Party or any of its wholly owned subsidiaries;

15.1.10 the disclosure is by a Party to its professional advisers of information that is reasonably required to be disclosed for purposes relating to this Agreement;

15.1.11 the disclosure or use is required for the purposes of any expert determination or any judicial or arbitral proceedings arising out of this Agreement or any documents entered into pursuant to this Agreement;

15.1.12 the disclosure of information is to an existing or proposed lender to, or investor in, any Party who gives a confidentiality undertaking on terms substantially similar to this Clause ‎15 for the benefit of the Parties; or

15.1.13 the disclosure of information is made on a confidential basis to a bona fide prospective purchaser of all of the disclosing Party’s Shares(including that bona fide prospective purchaser’s professional advisers and existing or proposed lenders), provided such prospective purchaser, adviser or lender, as the case may be, gives a confidentiality undertaking on terms substantially similar to this Clause ‎15 for the benefit of the Parties,

provided that for Clauses ‎15.1.7, ‎15.1.9, ‎15.1.10, ‎15.1.12 and ‎15.1.13 above, the disclosure of such information would not result in a waiver of legal professional privilege that the Company has in such information.

15.2 Shareholders’ Obligations: The Shareholders shall procure the observance of the abovementioned restrictions by the Company and shall take all reasonable steps to minimise the risk of disclosure of confidential information, by ensuring that only:

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15.2.1 their employees, officers, directors and professional advisers and those of the Company whose duties will require them to possess any of such information; and

15.2.2 those persons to whom disclosure is permitted under this Clause ‎15 (but only to the extent required by them),

shall have access thereto, and that they shall be instructed to treat the same as confidential.

15.3 Obligations to Continue: The obligations contained in this Clause ‎15 shall endure until such date falling five years after the termination of this Agreement.

16. Announcements

None of the Parties shall divulge to any third party (except to their respective professional advisers or their respective shareholders and to any stock exchange or other regulatory body or except as required by applicable law) any information regarding the existence or subject matter of this Agreement, or any other agreement referred to in, or executed in connection with, this Agreement, without the prior agreement of the other Parties.

17. No Partnership

The relationship between the Shareholders shall not constitute a partnership. No Shareholder has the power or the right to bind, commit or pledge the credit of the other Shareholders or the Company.

18. Indulgence, Waiver, etc.

No failure on the part of any Party to exercise and no delay on the part of any Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it.

19. Costs

Each of the Parties shall bear its own taxes and legal and other professional costs and expenses incurred by it in the negotiation, preparation and execution of this Agreement. The Parties agree to split for the cost for the professional fees for setting up the Company.

20. Notices and General

20.1 Notices

20.1.1 Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:

(i) in writing; and

(ii) delivered by hand, pre-paid registered post or registered airmail in the case of international service or courier using an internationally recognised courier company.

20.1.2 A Notice to SatixFy UK shall be sent to the following address, or such other person or address as SatixFy UK may notify to the other Parties from time to time:

SatixFy UK

Spectrum Point 279 Farnborough Road Farnborough, Hampshire GU14 7LS, UK

Attention: CEO

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20.1.3 A Notice to STEE-SatComS shall be sent to the following address, or such other person or address as STEE-SatComS may notify to the other Parties from time to time:

ST Electronics (Satcom & Sensor Systems) Pte Ltd

1 Ang Mo Kio Electronics Park Road #06-02 ST Engineering Hub Singapore 567710

Attention:      EVP/GM (with copy to the Legal)

20.1.4 A Notice to the Company shall be sent to the following address, or such other person or address as the Company may notify to the other Parties from time to time:

Company

Spectrum Point 279 Farnborough Road Farnborough, Hampshire GU14 7LS, UK

Attention:

A Notice shall be effective upon receipt and shall be deemed to have been received:

(i) 240 hours after posting, if delivered by pre-paid registered post; or

(ii) at the time of delivery, if delivered by hand or courier.

20.2 Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the Parties shall not constitute a waiver by such Party of the right to pursue any other available remedies.

20.3 Invalidity

20.3.1 If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the Parties.

20.3.2 To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause ‎20.3.1, then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause ‎20.3.1, not be affected.

20.4 Counterparts: This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. The Parties may enter into this Agreement by executing any such counterpart. Signatures may be exchanged by e-mail, with original signatures to follow. Each Party agrees to be bound by its own electronic signature and that it accepts the electronic signature of the other Parties.

20.5 Arbitration

Subject to Clause ‎11, any dispute arising out of or in connection with this Agreement, including any question as to the validity, existence or termination of this Agreement and/or this Clause ‎20.5, shall be resolved by arbitration in London conducted in English pursuant to ICC rules for the time being in force, which rules are deemed to be incorporated by reference in this clause, save that, unless the Shareholders agree otherwise, neither shall be required to give general discovery of documents, but may be required only to produce specific, identified documents which are relevant to the dispute.

20.6 Governing Law

This Agreement shall be governed by and construed in accordance with Law of England & Wales without any due regard to the conflict of laws principles.

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21. Other Conditions

21.1 Training and provision of knowhow

21.1.1 SatixFy UK agrees to train and provide knowhow to STEE-SatComS engineers on the use of the SatixFy UK chip so that STEE-SatComS can independently develop panel antenna arrays based on the SatixFy UK Chip. Both Parties also agreed that STEE-SatComS shall not have any commercial rights on the developed product. If commercial rights are required, it would be separately discussed.

21.2 Exclusive Rights for STEE-SatComS

21.2.1 In so far as STEE-SatComS remains a shareholder of the Company, SatixFy UK agrees to grant exclusive rights to STEE-SatComS for Singapore defence projects and applications using SatixFy UK’s technologies, subject to terms and conditions to be mutually agreed based on the following principles:

(i) STEE-SatComS shall be the prime contractor for such projects.

(ii) Both Parties to actively market and seek full funding from the customers.

(iii) If the customers fund partially, and funding is required from SatixFy UK and STEE-SatComS, then there must be commitment from the customers for future deployment.

(iv) If STEE-SatComS decides not to proceed with a specific project for any reason, then SatixFy UK would have the right to proceed with another party for that project.

22. Variation of Agreement

The Shareholders agree that any changes to this Agreement shall be discussed in good faith between the Shareholders. Example of such changes to the Agreement to be made when there are changes to the shareholding, which affects the appointment of Directors. The Shareholders agree that so long as any Shareholder holds any shares of the Company, the substantive rights of the Shareholders under Clause ‎3.4, ‎3.5, ‎3.6, ‎5.8, ‎9, ‎21.1 and ‎21.2 shall not be diminished.

-20-

Schedule 1

The Shareholders

(1)	(2)	(3)
Name of Shareholder	Number of and class of Shares held as at the date hereof	Shareholding Percentage as at the date hereof
SatixFy UK	51 Ordinary Shares £1 GB pounds par value each	51 per cent.
ST Electronics(Satcom & Sensor Systems) Pte Ltd	49 Ordinary Shares £1 GB pounds par value each	49 per cent.
Total	100 Ordinary Shares £1 GB pounds par value each	100 per cent.

-21-

Schedule 2
Reserved Matters

Reserved Matters (Requiring the consent of Shareholders so long as the Shareholder holds at least 25% of the issued and outstanding share capital of the JV Company)

1. The amendment to the constitution or the articles of association (or equivalent constitutional documents) of the JV Company, other than non-material amendments required by law.

2. The actual or proposed dissolution, liquidation or winding-up of the JV Company, or the appointment of an administrator, a receiver, a receiver and manager or a liquidator to the JV Company.

3. Any change in the name of the JV Company.

4. Any repurchase, cancellation or redemption of the JV Company’s share capital or any reduction, consolidation, subdivision or reclassification or other alteration of its capital structure.

5. Any variation of rights attaching to any class of shares, units or other securities of the JV Company which have a negative effect on the rights of the existing shareholders.

6. Any merger or acquisition of the JV Company with or by any corporation, firm or other body.

7. The issuance of further shares or units in the JV Company or the issuance or grant of any options over the unissued share capital of the JV Company or the issuance of any new class of shares or units in the capital of the JV Company or the issuing of any convertible securities by JV. The aforesaid shall not apply to options granted to directors, officers, employees or service providers pursuant to the JV Company’s share option plan, share incentive scheme, employee share trust or share ownership plan.

8. The adoption of a share option plan, share incentive scheme, employee share trust or share ownership plan and the determination of the amount of the original “option pool” thereunder. The Shareholders should have veto rights over the plans and the initial “pool” but not the actual granting of options which will be decided by the board of directors.

9. The creation of any encumbrance over a material part of the JV Company’s property securing the liabilities of any person (other than the JV Company itself) which is not required for day-to-day operations and is not required for the ordinary course of business.

10. The JV Company entering into, or varying, or waiving any breach of, or discharging any liability under, or terminating, any legally binding contract or arrangement with a Shareholder of the JV Company or an affiliated person thereof, provided that the terms of the contract or arrangement are outside the ordinary course of business of JV Company or are not on arm’s length terms.

11. The provision of any credit (including by way of providing a guarantee, security or performance bond), or the making of any loan (including any loan to the Shareholders) or advance, to or for any person, company or body, other than:

(a) credit provided in the ordinary course of business; and

(b) loans made to employees of the JV Company pursuant to human resource policies approved by the Board or by way of deposit of moneys with a bank or other financial institution,

12. Any material change in the nature and/or scope (including the cessation) of the business of the JV Company.

13. The declaration or payment of any dividends or other cash or in specie distribution of the JV Company.

-22-

14. The approval of the form of distribution of capital in respect of a distribution by the JV Company.

15. Any disposal or acquisition of assets (including, without limitation, copyrights, trademarks, service marks, patents or other intellectual property rights and any interest in any land or real property) which constitute a material part of the JV Company’s assets. The disposal or acquisition of any third party license shall not apply to this clause.

16. Any investment or disposition in any shares or other equity interests of a third party

17. The grant by JV Company of any power of attorney the subject matter of which is substantially the same as a Reserved Matter.

18. Any public offering or listing or quotation of the shares or other equity of the JV Company on any stock exchange.

19. The incorporation of a new subsidiary undertaking or establishment of any branch in a new jurisdiction, or the entry into, variation, or dissolution of, any joint venture or co-operation agreement between the JV Company and any other party, other than required for the ordinary course of business or other than matters contemplated in the Shareholder ‘s Agreement

20. Any appointment and the change of auditors of the JV Company such that the auditors are no longer from among one of the “Big Four” international accounting firms.

-23-

Schedule 3 Annual Strategic Plan

1. Strategic Focus

(a) Annual targeted revenue and Profit After Tax (“PAT”) for each business stream; and the targeted product rollout, customer segment and geographies to achieve such annual targeted revenue and PAT

(b) Key infrastructure rollout plan

2. Overall Annual Expenditure Projection:

(a) Annual Capex for each business stream

(b) Total annual expenditure projection

3. Key Financial Metrics:

(a) Return On Assets

(b) Return On Equity

(c) Funds From Operations / Total Debt

(d) Funds From Operations / Interest

-24-

Schedule 4 STEE-SatComS Investment Plan

[Intentionally omitted]

The information contained in the original schedule has been omitted because it is not material and is the type of information SatixFy treats confidential.

-25-

Appendix A
Deed of Ratification and Accession

This Deed of Ratification and Accession is made and issued on [•] by [•] (the “Transferee”), a company incorporated in [•] with its registered office at [•] in favour of and for the benefit of each and all of the following (other than the Transferor (as herein defined)):

(1) the parties to the Shareholders’ Agreement dated [•] (the “Shareholders’ Agreement”) made between SatixFy UK and ST Electronics (Satcom & Sensor Systems) Pte Ltd in relation to (the “Company”); and

(2) all persons and corporations who are or subsequently become shareholders of the Company.

Whereas:

(A) The parties to the Shareholders’ Agreement have agreed thereunder to regulate the affairs of the Company and to carry out the Business (as defined therein).

(B) The Transferee is the transferee of [state the number of shares] shares (the “Transferred Shares”) in the issued capital of the Company by virtue of the instrument(s) of transfer in respect thereof executed by [state the name of the Transferor] (the “Transferor”, and the instrument(s) of transfer, the “Share Transfers”).

(C) By the terms of the Shareholders’ Agreement, it is a condition precedent to the registration of the Transferred Shares in the name of the Transferee that the Transferee executes this Deed.

Now this Deed Witnesses as follows:

1. In this Deed, all references to the “Shareholders’ Agreement” means the Shareholders’ Agreement referred to in sub-paragraph (1) above and includes all amendments, additions and variations thereto agreed between the parties thereto as contained or evidenced by the following documents:

[state the documents, if any]

2. The Transferee hereby covenants and agrees with each of the parties, persons and corporations in whose favour and for whose benefit this Deed is executed:

2.1 that in consideration of and upon the lodgement of the Share Transfers with the Registrar of Companies, the Transferee will as from the date of the registration of the Transferee as holder of the Transferred Shares in the Company’s electronic register of members kept and maintained by the Registrar of Companies, be bound by, and be entitled to the benefit of, all the terms and conditions of the Shareholders’ Agreement which are applicable to it as a Shareholder (as defined in the Shareholders’ Agreement) in all respects as if it had been a party thereto; and

2.2 that this Deed is enforceable against the Transferee by any of the parties, persons and corporations in whose favour and for whose benefit this Deed is executed.

3. For the purpose of Clause ‎20.1 of the Shareholders’ Agreement, the address of the Transferee is:

Address      [•]

Attention      [•]

4. Save as may be expressly provided in the Shareholders’ Agreement, nothing in this Deed shall operate to release or discharge the Transferor from any of the Transferor’s obligations and liabilities under the Shareholders’ Agreement.

5. This Deed shall be governed by, and construed in accordance with, the laws of England.

-26-

In Witness Whereof this Deed has been entered into on the date stated at the beginning.

The Transferee
The Common Seal of
[•]
was hereunto affixed in the presence of:
Director
Director/Secretary

-27-

In witness whereof this Agreement has been entered into on the date stated at the beginning.

SatixFy UK
SIGNED by Simona Gat, CEO
for and on behalf of
SatixFy UK Limited
in the presence of:
Witness’s signature
Name: SHARLY BEN CHEYRIT

ST Electronics(Satcom & Sensor Systems) Pte Ltd
SIGNED by Tang Kum Chuen,
DY President, Corp Devt
President, Satellite Systems
for and on behalf of
ST Electronics(Satcom & Sensor Systems) Pte Ltd
in the presence of:
Witness’s signature
Name: ALLAN TAN
VP, Legal

-28-

EX-10.14

Exhibit 10.14

CONFIDENTIAL

AMENDMENT NO. 1 

to 

SPONSOR LETTER Agreement

This Amendment No. 1 to the Sponsor Letter Agreement (this “Amendment”) is made as of June 13, 2022, by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).

WHEREAS, on March 8, 2022, the SPAC, the Company and certain other Persons entered into that certain Business Combination Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”);

WHEREAS, contemporaneously with the execution and delivery of the BCA, the Sponsor, the SPAC and the Company entered into that certain Sponsor Letter Agreement dated March 8, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Sponsor Letter Agreement”);

WHEREAS, pursuant to Section 15 of the Sponsor Letter Agreement, which incorporates by reference Section 8.3 of the BCA, mutatis mutandis, the Sponsor Letter Agreement may be amended or modified only by a duly authorized agreement in writing executed by each of the Parties in the same manner as the Sponsor Letter Agreement and which makes reference to the Sponsor Letter Agreement; and

WHEREAS, each of each of the Sponsor, the SPAC and the Company desire to amend the Sponsor Letter Agreement in order to revise the limitations applicable to SPAC Working Capital Loans.

NOW, THEREFORE, in consideration for the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor, the SPAC and the Company hereby agree to amend the Sponsor Letter Agreement as follows:

1.Amendment to Section 8 of the Sponsor Letter Agreement. Section 8 of the Sponsor Letter Agreement is hereby amended and restated in its entirety to read: “With respect to any SPAC Working Capital Loan (or other similar loan of funds) that is or may be convertible into warrants or other securities (derivative or otherwise) of the SPAC, the Company or any of their respective Subsidiaries, the SPAC and the Sponsor hereby agree, and shall take such actions within its power so as to ensure, that no more than $200,000 of such SPAC Working Capital Loans shall be converted into such warrants or other securities (derivative or otherwise), notwithstanding any applicable provisions of the Warrant Agreement, the Assumed Warrant Agreement or any other Contract.”

2.            Effect of Amendments and Modifications. Except as expressly amended hereby, the Sponsor Letter Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever the Sponsor Letter Agreement is referred to in any agreement, document or other instrument, such reference will be to the Sponsor Letter Agreement as amended by this Amendment. For the avoidance of doubt, each reference in the Sponsor Letter Agreement, as amended hereby, to “the date hereof”, the “date of this Agreement” and derivations thereof and other similar phrases shall continue to refer to March 8, 2022.

3.            Miscellaneous. Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the BCA are incorporated herein by reference, mutatis mutandis.

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the day and year first above written.

ENDURANCE ANTARCTICA PARTNERS, LLC
By:	ADP Endurance, LLC
Its:	Managing Member
By:	/s/ Chandra R. Patel
	Name: Chandra R. Patel
	Title: Managing Director
ENDURANCE ACQUISITION CORP.
By:	/s/ Richard C. Davis
	Name: Richard C. Davis
	Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to the Sponsor Letter Agreement]

SATIXFY COMMUNICATIONS LTD.
By:	/s/ Yoav Leibovitch
	Name: Yoav Leibovitch
	Title:   Chief Financial Officer

[Signature Page to Amendment No. 1 to the Sponsor Letter Agreement]

EX-10.15

Exhibit 10.15

AMENDMENT NO. 2

to

SPONSOR LETTER Agreement

This Amendment No. 2 to the Sponsor Letter Agreement (this “Amendment”) is made as of August 23, 2022, by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).

WHEREAS, on March 8, 2022, the SPAC, the Company and certain other Persons entered into that certain Business Combination Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”);

WHEREAS, contemporaneously with the execution and delivery of the BCA, the Sponsor, the SPAC and the Company entered into that certain Sponsor Letter Agreement dated March 8, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Sponsor Letter Agreement”);

WHEREAS, pursuant to Section 15 of the Sponsor Letter Agreement, which incorporates by reference Section 8.3 of the BCA, mutatis mutandis, the Sponsor Letter Agreement may be amended or modified only by a duly authorized agreement in writing executed by each of the Parties in the same manner as the Sponsor Letter Agreement and which makes reference to the Sponsor Letter Agreement; and

WHEREAS, each of each of the Sponsor, the SPAC and the Company desire to amend the Sponsor Letter Agreement on the terms set forth in this Amendment.

NOW, THEREFORE, in consideration for the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sponsor, the SPAC and the Company hereby agree to amend the Sponsor Letter Agreement as follows:

1.            Amendment to Section 4 of the Sponsor Letter Agreement. Section 4 of the Sponsor Letter Agreement is hereby amended and restated in its entirety to read:

“4. Forfeiture and Vesting. Notwithstanding anything to the contrary in the Business Combination Agreement, the Sponsor hereby agrees to the following:

(a) As of immediately prior to the Effective Time, but conditioned upon the Closing, Sponsor shall irrevocably forfeit and surrender to the Company, for no consideration, 800,000 Sponsor Shares, which surrendered Sponsor Shares shall thereupon be cancelled by the Company and no longer be outstanding.

(b)  If the Aggregate Transaction Proceeds at the Closing Date are less than US$115 million, then 628,000 Sponsor Shares and 2,652,000 Assumed Warrants shall be subject to the vesting provisions set forth in this Section 4(b) (each such Sponsor Interest subject to the vesting provisions set forth in this Section 4(b), the “Unvested Sponsor Interests”). Any Sponsor Interests that are not Unvested Sponsor Interests shall be considered fully vested as of the Closing Date. The Sponsor agrees that it shall not Transfer any Unvested Sponsor Interests (after giving effect to the forfeiture contemplated by the foregoing clause (a)) prior to the date such Unvested Sponsor Interests vest pursuant to this Section 4.

(i) If, at any time during the five (5) years following the Closing Date (the “Measurement Period”), the VWAP of the Company Ordinary Shares equals or exceeds US$12.50 per share for any seven (7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date (the date when the foregoing is first satisfied, the “First Unvested Sponsor Interests Achievement Date”), then one-third of the Sponsor Shares and Assumed Warrants included in the Unvested Sponsor Interests owned by the Sponsor shall vest on the First Unvested Sponsor Interests Achievement Date.

(ii) If, at any time during the Measurement Period, the VWAP of the Company Ordinary Shares equals or exceeds US$14.00 per share for any seven (7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date (the date when the foregoing is first satisfied, the “Second Unvested Sponsor Interests Achievement Date”), then one-third of the Sponsor Shares and Assumed Warrants included in the Unvested Sponsor Interests owned by the Sponsor shall vest on the Second Unvested Sponsor Interests Achievement Date.

(iii) If, at any time during the Measurement Period, the VWAP of the Company Ordinary Shares equals or exceeds US$15.50 per share for any seven (7) individual Trading Days within a period of thirty (30) consecutive Trading Days beginning at least 30 days after the Closing Date(the date when the foregoing is first satisfied, the “Third Unvested Sponsor Interests Achievement Date” and, together with the First Unvested Sponsor Interests Achievement Date and the Second Unvested Sponsor Interests Achievement Date, the “Unvested Sponsor Interests Achievement Dates”), then one-third of the Sponsor Shares and Assumed Warrants included in the Unvested Sponsor Interests owned by the Sponsor shall vest on the Third Unvested Sponsor Interests Achievement Date.

For all purposes of this Agreement, “Aggregate Transaction Proceeds” means an amount equal to (a) the aggregate cash proceeds to be released to SPAC from the Trust Account in connection with the transactions contemplated by the Business Combination Agreement (after, for the avoidance of doubt, giving effect to the exercise of SPAC Shareholder Redemption Rights but before release of any other funds), minus (b) SPAC Expenses, minus (c) Company Expenses, plus (d) the aggregate proceeds from the Debt Financing less cash expenses incurred by the Company and its Subsidiaries in connection with the Debt Financing, plus (e) the aggregate proceeds received by the Company pursuant to any Permitted Interim Financing from any investor with whom Sponsor or such affiliate has a material relationship and that is first identified to the Company by Sponsor or its affiliates less cash expenses incurred by the Company and its Subsidiaries in connection with such sale, plus (f) the aggregate proceeds received by the Company in connection with the Closing from the PIPE Financing, plus (g) the aggregate proceeds received by or available to the Company under the Backstop Facility, if the Backstop Facility has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith, plus (h) $37,500,000 attributable to securities that can be sold pursuant to the Equity Line of Credit, if the Equity Line of Credit has been entered into prior to or concurrently with the Effective Time, less cash expenses incurred by the Company and its Subsidiaries in connection therewith.

(c) In the event that there is a Change of Control during the Measurement Period, one hundred percent (100%) of the Unvested Sponsor Interests not earlier vested pursuant to Section 4(b)(i), Section 4(b)(ii), or Section 4(b)(iii) shall vest immediately prior to the closing of such Change of Control and shall no longer be subject to the provisions of this Section 4 effective as of the consummation of such Change of Control.

(d) For so long as any Unvested Sponsor Interests remains subject to the vesting pursuant to this Section 4, each holder of Unvested Sponsor Interests shall retain all of its rights as a shareholder of the Company with respect to any Unvested Sponsor Interests, including the right to dividends on, and the right to vote any, Unvested Sponsor Interests, and, to the extent that such Unvested Sponsor Interest fails to vest in accordance with this Section 4 prior to the expiration of the Measurement Period, any dividends or distributions paid or made in respect thereof shall be forfeited and repaid to the Company (net of any and all taxes paid in respect of such dividends or distributions) for no consideration, and no Person (other than the Company) shall have any further right with respect thereto.

(e) The Company Ordinary Share price targets set forth in Section 4(b)(i), Section 4(b)(ii), and Section 4(b)(iii) and the number of Unvested Sponsor Interests set forth in Section 4(b) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the Company Ordinary Shares occurring on or after the Closing Date (other than the transactions contemplated by the Business Combination Agreement).

2

(f) If the First Unvested Sponsor Interests Achievement Date, Second Unvested Sponsor Interests Achievement Date, Third Unvested Sponsor Interests Achievement Date or Change of Control has not occurred prior to the end of the Measurement Period, the Sponsor Interests subject to vesting upon such applicable Unvested Sponsor Interests Achievement Date or Change of Control shall be forfeited by the Sponsor.

(g) It is acknowledged and agreed that, in addition to the restrictions hereunder, the Unvested Sponsor Interests which vest in accordance with Section 4 are subject to separate restrictions on Transfer under the Shareholders’ Agreement.

(h) For the avoidance of doubt, and notwithstanding anything in the BCA, the Sponsor Letter Agreement or the Subscription Agreements to the contrary, to the extent that pursuant to the terms of the Subscription Agreements any amount of Sponsor Interests deposited into the Escrow Account (as defined in the Subscription Agreements) pursuant to Section 2 of the Subscription Agreements are released from the Escrow Account to a Subscriber pursuant to the terms of Section 2 of the Subscription Agreements (the “Forfeiture” and such forfeited Sponsor Interests, the “Forfeited Sponsor Interests”), no amount of Unvested Sponsor Interests that remain subject to vesting pursuant to Section 4 shall vest in connection with the Forfeiture of the Forfeited Sponsor Interests.”

2.            Effect of Amendments and Modifications. Except as expressly amended hereby, the Sponsor Letter Agreement shall remain unaltered and in full force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever the Sponsor Letter Agreement is referred to in any agreement, document or other instrument, such reference will be to the Sponsor Letter Agreement as amended by this Amendment. For the avoidance of doubt, each reference in the Sponsor Letter Agreement, as amended hereby, to “the date hereof”, the “date of this Agreement” and derivations thereof and other similar phrases shall continue to refer to March 8, 2022.

3.            Miscellaneous. Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the BCA are incorporated herein by reference, mutatis mutandis.

[Signature Pages Follow]

3

IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the day and year first above written.

ENDURANCE ANTARCTICA PARTNERS, LLC
By:	ADP Endurance, LLC
Its:	Managing Member
By:	/s/ Chandra R. Patel
	Name: Chandra R. Patel
	Title: Managing Director
ENDURANCE ACQUISITION CORP.
By:	/s/ Richard C. Davis
	Name: Richard C. Davis
	Title: Chief Executive Officer

[Signature Page to Amendment No. 2 to the Sponsor Letter Agreement]

SATIXFY COMMUNICATIONS LTD.
By:	/s/ Yoav Leibovitch
	Name: Yoav Leibovitch
	Title: Chief Financial Officer

[Signature Page to Amendment No. 2 to the Sponsor Letter Agreement]

EX-23.1

Exhibit 23.1

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We hereby consent to the incorporation in the Prospectus constituting a part of this Registration Statement on Form F-4 of our report dated May 30, 2022, relating to the consolidated financial statements of SatixFy Communications Ltd.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ Ziv Haft

Certified Public Accountants (Isr.)

BDO Member Firm

Tel Aviv, Israel

August 19, 2022

EX-23.2

Exhibit 23.2

Independent Registered Public Accounting Firm’s Consent

We consent to the inclusion in this Registration Statement on Form F-4 of SatixFy Communications, Ltd, of our report dated March 30, 2022, which includes an explanatory paragraph as to Endurance Acquisition Corp.’s ability to continue as a going concern, with respect to our audit of the financial statements of Endurance Acquisition Corp. as of December 31, 2021 and for the period from April 23, 2021 (inception) through December 31, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

/s/ Marcum llp

Marcum llp

Costa Mesa, CA

August 22, 2022

EX-99.2

Exhibit 99.2

Consent to be Named as a Director Nominee

In connection with the filing by SatixFy Communications Ltd. of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SatixFy Communications Ltd. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By:	/s/ Richard C. Davis
Name: Richard C. Davis
Date: August 22, 2022

EX-99.3

Exhibit 99.3

Consent to be Named as a Director Nominee

In connection with the filing by SatixFy Communications Ltd. of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SatixFy Communications Ltd. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By: /s/ Moshe Eisenberg

Name: Moshe Eisenberg

Date: August 11, 2022

EX-99.4

Exhibit 99.4

Consent to be Named as a Director Nominee

In connection with the filing by SatixFy Communications Ltd. of the Registration Statement on Form F-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of SatixFy Communications Ltd. in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

By: /s/ Yoram Stettiner

Name: Yoram Stettiner

Date: August 11, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

F-4
(Form Type)

SatixFy Communications Ltd.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation or Carry Forward Rule	Amount Registered (1)		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee		Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial effective date	Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Equity	Ordinary Shares (2)	457(c; 457(f)		24,200,000	$	9.90	(3)	$	239,580,000.00		0.0000927	$	22,209.07
	Equity	Ordinary Shares issuable upon the exercise of redeemable warrants (4)	457(g)		17,630,000	$	11.50	(5)	$	202,745,000.00		0.0000927	$	18,794.46
	Equity	Warrants (6)	457(g)		17,630,000	$	0.00		$	0.00		0.0000927	$	0.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities
	Total Offering Amounts								$	442,325,000.00			$	41,003.53
	Total Fees Previously Paid
	Total Fee Offsets
	Net Fee Due												$	41,003.53

(1) The number of ordinary shares, no par value, of SatixFy Communications Ltd. (the “SatixFy Ordinary Shares,” and “SatixFy”) and warrants (the “SatixFy Public Warrants” and the "SatixFy Private Warrants") to purchase SatixFy Ordinary Shares being registered is based upon an estimate of the sum of (a) the maximum number of (i) Class A ordinary shares, par value $0.0001 per share, of Endurance Acquisition Corp. (the “Endurance Public Shares,” and “Endurance”) and (ii) Endurance Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), that will be outstanding immediately prior to the business combination described in the proxy statement/prospectus forming part of this registration statement (including the related transactions described therein, the “Business Combination”) and exchanged for one SatixFy Ordinary Share for each such share; and (b) the maximum number of whole warrants of Endurance issued to (i) public investors as part of the units sold in Endurance’s initial public offering (the “Endurance Public Warrants”) and (ii) certain investors in connection with a private placement that occurred concurrently with Endurance’s initial public offering (the “Endurance Private Warrants”) that will be outstanding immediately prior to the Business Combination and exchanged for one SatixFy Public Warrant and one SatixFy Private Warrant, respectively, for each such warrant.

(2) Represents SatixFy Ordinary Shares issuable in exchange for outstanding Endurance Public Shares and Founder Shares upon the consummation of the Business Combination, consisting of up to 20,000,000 SatixFy Ordinary Shares to be issued to the holders of Endurance Public Shares and 4,200,000 SatixFy Ordinary Shares to be issued to the holders of Founder Shares, which includes up to 1,430,000 Founder Shares held by holders who received such Founder Shares from Endurance.

(3) Pursuant to Rules 457(c) and 457(f), the proposed maximum offering price per unit of the SatixFy Ordinary Shares is based on the implied average of the high and low prices of the Endurance Public Shares as reported on the Nasdaq Capital Market on August 18, 2022.

(4) Represents up to (a) 10,000,000 SatixFy Ordinary Shares issuable upon exercise of the SatixFy Public Warrants and (b) up to 7,630,000 SatixFy Ordinary Shares issuable upon exercise of the SatixFy Private Warrants to be issued to holders of Endurance Public Warrants and Endurance Private Warrants, respectively, in exchange for such warrants in connection with the Business Combination. Each whole warrant will entitle the warrant holder to purchase one SatixFy Ordinary Share at a price of $11.50 per share.

(5) Calculated pursuant to Rule 457(g) of the Securities Act. Represents the exercise price of the SatixFy Public Warrants of $11.50.

(6) Represents up to (a) 10,000,000 SatixFy Public Warrants to be issued in exchange for outstanding Endurance Public Warrants upon consummation of the Business Combination and (b) 7,630,000 SatixFy Private Warrants to be issued in exchange for outstanding Endurance Private Warrants upon consummation of the Business Combination. Pursuant to Rule 457(g), no separate fee is required.

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