F-4/A

As filed with the Securities and Exchange Commission on September 16, 2022.

Registration No. 333-267015​

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

Amendment No. 1
to

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 SEPTEMBER 16, 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 (such agreement as amended by Amendment No. 1 to the Business Combination Agreement dated as of June 13, 2022 (the “Amendment No. 1”) and Amendment No. 2 to the Business Combination Agreement dated as of August 23, 2022 (the “Amendment No. 2”) and as it may be further 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 if holders of Class A ordinary shares of Endurance (“Endurance Class A Ordinary Shares”) have elected to redeem an amount of Endurance Class A Ordinary Shares such that Endurance would have less than $5,000,001 of net tangible assets (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 if holders of Class A ordinary shares of Endurance (“Endurance Class A Ordinary Shares”) have elected to redeem an amount of Endurance Class A Ordinary Shares such that Endurance would have less than $5,000,001 of net tangible assets, 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 Endurance’s proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885. Questions can also be sent by

email to proxy@mackenziepartners.com. 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 Two – The Merger Proposal	​	159
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	​	260
Certain Relationships and Related Person Transactions	​	280
U.S. Federal Income Tax Considerations	​	284
Certain Material Israeli Tax Considerations	​	295
Description of SatixFy Ordinary Shares	​	302
Description of SatixFy Warrants	​	311
SatixFy Ordinary Shares Eligible for Future Sale	​	318
Comparison of Rights of SatixFy Shareholders and Endurance Shareholders	​	321
Security Ownership of Certain Beneficial Owners and Management of Endurance, SatixFy and the Combined Company	​	331
Future Shareholder Proposals and Nominations	​	335
Appraisal Rights	​	336
Shareholder Communications	​	337
Legal Matters	​	337
Experts	​	337
Delivery of Documents to Shareholders	​	337
Enforceability of Civil Liability	​	337
Transfer Agent and Registrar	​	338
Where You Can Find More Information	​	338
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
Annex C: Form of Proxy for Special Meeting	​	C-1

i

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.

1

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).

2

“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

3

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.

4

“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.

5

“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.

6

“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, as amended from time to time, 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.

7

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 appended to the Business Combination Agreement attached to this proxy statement/prospectus as Annex A. 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.

8

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 June 30, 2022, there was approximately $201,268,266 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 $201,268,266, or $10.06 per share, as of June 30, 2022), 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.

19

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 0.4 million 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. The estimated fair value of the Price Adjustment Shares granted to the Sponsor, based on a third-party valuation, is $1.215 million, assuming No Redemption, and $1.149 million, assuming Maximum Redemption. The value of the grant will be accounted for under IFRS 2 as consideration for stock exchange listing services. See “Unaudited Pro Forma Condensed Combined Financial Information.’’

•

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.

22

•

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 date of this proxy statement/​prospectus, there were no unpaid reimbursable expenses incurred by the Sponsor and Endurance’s officers and directors and their affiliates.

•

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 September 14, 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

23

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.

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

24

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.

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

25

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 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.

26

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 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 date of this proxy statement/prospectus, 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

27

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. 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.

28

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 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

29

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 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:

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
Stockholders Call Toll-Free: (800) 322-2885
International Callers: +1 (212) 929-5500
Email: proxy@mackenziepartners.com

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
Email: mzimkind@continentalstock.com

30

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 338. 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 June 30, 2022, there was approximately $201,268,266 held in the Trust Account.

31

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.

32

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

33

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.

34

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

35

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.

36

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

37

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

38

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:

39

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 if holders of Endurance Class A ordinary shares have elected to redeem an amount of Endurance Class A ordinary shares such that Endurance would have less than $5,000,001 of net tangible assets.

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 own 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. As of the date of this proxy statement/prospectus, 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

40

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 $10.06 per share as of June 30, 2022), 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

41

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

42

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:

•

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.

43

•

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.

•

The Sponsor will receive 500,000 Price Adjustment Shares in exchange for providing approximately 0.4 million Escrow Shares (as defined above) 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. The estimated fair value of the Price Adjustment Shares granted to the Sponsor, based on a third-party valuation, is $1.215 million, assuming No Redemption, and $1.149 million, assuming Maximum Redemption. See “Unaudited Pro Forma Condensed Combined Financial Information.”

•

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

44

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 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 date of this proxy statement/​prospectus, there were no unpaid reimbursable expenses incurred by the Sponsor and Endurance’s officers and directors and their affiliates.

•

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 September 14, 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

45

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.

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 284)

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 295)

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 311)

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

46

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 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.

47

Comparison of Rights of Shareholders of Endurance and Shareholders of SatixFy (page 321)

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 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

48

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 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:

•

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.

•

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

•

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.

•

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.

•

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

•

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

•

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

•

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.

•

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

49

•

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.

•

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.

•

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.

•

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

•

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.

•

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.

•

SatixFy is subject to risks from its international operations.

•

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.

•

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.

•

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.

•

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

•

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

•

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.

•

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.

•

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

•

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.

•

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

50

•

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.

•

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

•

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

•

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

51

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 June 30, 2022, the last reported closing price for each Endurance Unit, Endurance Public Share and Endurance Public Warrant was $9.92, $9.88, and $0.12, respectively.

Holders

At the close of business on September 14, 2022, there was 1 holder of record of Endurance Units, 1 holder of record of Endurance Class A ordinary shares, 37 holders of Endurance Class B ordinary shares and 3 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.

52

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

53

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

54

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,

55

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

56

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.

57

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;

•

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

58

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:

•

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

•

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

•

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

•

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

•

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;

•

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;

•

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

•

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

59

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.

60

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.

61

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.

62

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

63

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:

•

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

64

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

65

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:

•

hire and retain qualified professionals;

•

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

•

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.

66

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

67

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.

68

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:

•

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

•

currency controls and fluctuations;

•

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

•

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;

•

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

•

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:

•

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

•

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

•

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

•

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

69

•

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

•

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.

70

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

71

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

72

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

73

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.

74

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

75

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.

76

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

77

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:

•

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

78

•

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

•

the impact of transfer pricing policies;

•

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

•

changes in expenses not deductible for tax purposes;

•

changes in available tax credits; and

•

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

79

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

80

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:

•

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

•

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

•

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

81

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

82

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

83

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:

•

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

•

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

•

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

•

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

84

•

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;

•

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

•

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;

•

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;

•

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

•

our ability to reduce the manufacturing costs of our products;

•

fluctuations in manufacturing yields;

•

the changes in our product mix or customer mix;

•

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

•

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

•

the emergence of new industry standards;

•

product obsolescence;

•

unexpected inventory write-downs or write-offs;

•

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

•

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

•

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

•

the quality of our products and any remediation costs;

•

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

•

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

•

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

•

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.

85

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:

•

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;

•

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;

•

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;

•

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;

•

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

86

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;

•

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

•

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

87

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

88

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:

•

a limited availability of market quotations for the SatixFy Ordinary Shares and the SatixFy Public Warrants;

•

a reduced level of trading activity in the secondary trading market for the SatixFy Ordinary Shares and the SatixFy Public Warrants;

•

a limited amount of news and analyst coverage for SatixFy;

89

•

a decreased ability to issue additional securities or obtain additional financing in the future; and

•

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:

•

the realization of any of the risk factors presented in this proxy statement/prospectus;

•

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;

•

failure to comply with the requirements of the NYSE;

•

failure to comply with the Sarbanes-Oxley Act or other laws or regulations;

•

variance in our financial performance from the expectations of market analysts;

•

announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions or expansion plans;

•

changes in the prices of our products and services;

•

commencement of, or involvement in, litigation involving us;

•

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;

•

publication of research reports about us;

•

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;

•

new laws, regulations, subsidies, or credits or new interpretations of existing laws applicable to us;

•

market conditions in our industry;

•

changes in key personnel;

•

speculation in the press or investment community;

•

changes in the estimation of the future size and growth rate of our markets; and

•

broad disruptions in the financial markets, including sudden disruptions in the credit markets;

•

actual, potential or perceived control, accounting or reporting problems;

•

changes in accounting principles, policies and guidelines; and

90

•

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:

•

the last day of the fiscal year during which our total annual revenue equals or exceeds $1.07 billion (subject to adjustment for inflation);

•

the last day of the fiscal year following the fifth anniversary of our initial registered offering;

•

the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or

91

•

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.

92

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

93

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

94

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

95

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,

96

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

97

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:

•

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

98

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 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 0.4 million Escrow Shares (as defined above) 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. The estimated fair value of the Price Adjustment Shares granted to the Sponsor, based on a third-party valuation, is $1.215 million, assuming No Redemption, and $1.149 million, assuming Maximum Redemption. The value of the grant will be accounted for under IFRS 2 as consideration for stock exchange listing services. See “Unaudited Pro Forma Condensed Combined Financial Information.’’

•

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

99

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 (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 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 date of this proxy statement/​prospectus, there were no unpaid reimbursable expenses incurred by the Sponsor and Endurance’s officers and directors and their affiliates.

•

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 September 14, 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

100

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 in 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.

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

101

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 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

102

section of this proxy statement/prospectus titled “Proposal One — The Business Combination Proposal —​Interests of Certain Persons in the Transactions.”

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):

•

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;

103

•

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;

•

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;

•

changes in any applicable laws, regulatory policies or IFRS or any guidance relating thereto or any official interpretation thereof;

•

any change, event, effect or occurrence that is generally applicable to the industries or markets in which the parties operate; or

•

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

104

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 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.

105

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 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:

•

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;

•

changes in the market’s expectations about SatixFy’s operating results;

•

success of competitors;

•

SatixFy’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•

changes in financial estimates and recommendations by securities analysts concerning SatixFy or the industries in which SatixFy operates in general;

•

operating and share price performance of other companies that investors deem comparable to SatixFy;

•

SatixFy’s ability to market new and enhanced products and services on a timely basis;

•

changes in laws and regulations affecting SatixFy’s business;

•

commencement of, or involvement in, litigation involving SatixFy;

•

changes in SatixFy’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•

volume of SatixFy Ordinary Shares available for public sale;

•

any major change in SatixFy’s board or management;

•

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;

•

general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism; and

106

•

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 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

107

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.

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.

108

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. 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

109

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.

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

110

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 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.

111

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:

•

SatixFy’s performance following the Business Combination;

•

Unpredictability in the satellite communications industry;

•

The effects of health epidemics, such as the recent global COVID-19 pandemic;

•

The regulatory environment and changes in laws, regulations or policies in the jurisdictions in which SatixFy operates;

•

Competition in the satellite communications industry, and the failure to introduce new technologies and products in a timely manner to compete successfully against competitors;

•

If SatixFy fails to adjust its supply chain volume due to changing market conditions or fails to estimate its customers’ demand;

•

Disruptions in relationships with any one of SatixFy’s key customers;

•

Disruptions in relationships with any one of SatixFy’s third-party manufacturers or suppliers;

•

Any difficulty selling SatixFy’s products if customers do not design its products into their product offerings;

•

SatixFy’s dependence on winning selection processes and gaining market acceptance of its technologies and products;

•

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;

•

SatixFy’s ability to execute its strategies, manage growth and maintain its corporate culture as it grows;

•

Sustained yield problems or other delays in the manufacturing process of products;

•

Changes in the need for capital and the availability of financing and capital to fund these needs;

•

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;

112

•

SatixFy’s ability to complete the transaction;

•

SatixFy’s ability to realize some or all of the anticipated benefits of the transaction;

•

SatixFy’s estimates of its total addressable market and the demand for and pricing of its products and services;

•

SatixFy’s ability to establish or maintain effective internal control over financial reporting;

•

SatixFy’s ability to maintain existing relationships with Endurance;

•

SatixFy’s ability to retain key personnel and to replace such personnel on a timely basis or on acceptable terms;

•

Exchange rate fluctuations;

•

Changes in interest rates or rates of inflation;

•

Legal, regulatory and other proceedings;

•

Changes in applicable laws or regulations, or the application thereof on SatixFy;

•

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;

•

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

•

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;

•

The occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•

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;

•

SatixFy’s ability to initially list, and once listed, maintain the listing of its securities on the NYSE following the Business Combination;

•

The results of future financing efforts;

•

The effects of catastrophic events, including war, terrorism and other international conflicts; and

•

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

113

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.

114

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 (such agreement as amended by Amendment No. 1 to the Business Combination Agreement dated as of June 13, 2022 (the “Amendment No. 1”) and Amendment No. 2 to the Business Combination Agreement dated as of August 23, 2022 (the “Amendment No. 2”) and as it may be further 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 if holders of Class A ordinary shares of Endurance (“Endurance Class A Ordinary Shares”) have elected to redeem an amount of Endurance Class A Ordinary Shares such that Endurance would have less than $5,000,001 of net tangible assets (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.

115

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 own 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. As of the date of this proxy statement/prospectus, 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 date of this proxy statement/​prospectus, 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

116

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:

•

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.

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.

117

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:

•

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 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.

118

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 MacKenzie Partners, Inc., Endurance’s proxy solicitor, at (800) 322-2885.

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 $10.06 per share as of June 30, 2022), 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:

•

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

•

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

119

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: Mark Zimkind
Email: mzimkind@continentalstock.com

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 June 30, 2022 was $9.88. The cash held in the Trust Account on such date was approximately $201,268,266 million (or, for illustrative purposes, $10.06 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 287. 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.”

120

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

121

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 MacKenzie Partners, Inc. to assist in the proxy solicitation process. Endurance will pay to MacKenzie Partners, Inc. a fee of $15,000, 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:

•

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.

•

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.

122

•

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).

•

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 0.4 million Escrow Shares (as defined above) 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. The estimated fair value of the Price Adjustment Shares granted to the Sponsor, based on a third-party valuation, is $1.215 million, assuming No Redemption, and $1.149 million, assuming Maximum Redemption. The value of the grant will be accounted for under IFRS 2 as consideration for stock exchange listing services. See “Unaudited Pro Forma Condensed Combined Financial Information.”

•

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

123

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 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 date of this proxy statement/​prospectus, there were no unpaid reimbursable expenses incurred by the Sponsor and Endurance’s officers and directors and their affiliates.

•

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 September 14, 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

124

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.

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.

125

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

126

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

127

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

128

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.

129

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,

130

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):

•

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.

•

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.

•

A minimum cash condition to SatixFy’s obligations to consummate the transactions of $100 million (after payment of transaction expenses for both parties).

131

•

The Board of Directors would consist of at least one member designated by Endurance.

•

A lock-up on the SatixFy Ordinary Shares held following the Closing by the current SatixFy shareholders.

•

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.

132

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

133

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.

134

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

135

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

136

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

137

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

138

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;

•

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:

•

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

139

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.

•

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;

•

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.

140

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:

145

•

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.

148

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

149

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:

•

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.

•

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.

150

•

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.

•

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.

•

We now project our sales and marketing expenses to grow at a slower CAGR of roughly 65% from 2022 to 2026.

•

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:

•

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

151

(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

152

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

153

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 0.4 million 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. The estimated fair value of the Price Adjustment Shares granted to the Sponsor, based on a third-party valuation, is $1.215 million, assuming No Redemption, and $1.149 million, assuming Maximum Redemption. See “Unaudited Pro Forma Condensed Combined Financial Information.”

•

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

154

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 date of this proxy statement/​prospectus, there were no unpaid reimbursable expenses incurred by the Sponsor and Endurance’s officers and directors and their affiliates.

•

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 September 14, 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

155

Endurance and does not believe the renouncement of its interest in any such corporate opportunities impacted its search for an acquisition target.

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

156

proposals (except an Adjournment Proposal, as described below) will not be presented to the Endurance shareholders for a vote.

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

157

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. 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.

158

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

159

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.

160

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 if holders of Class A ordinary shares of Endurance (“Endurance Class A Ordinary Shares”) have elected to redeem an amount of Endurance Class A Ordinary Shares such that Endurance would have less than $5,000,001 of net tangible assets, 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.

161

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.

162

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

163

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

164

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 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.

165

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;

•

the authorization, delivery and enforceability of the Business Combination Agreement and the Ancillary Documents;

•

Consents and requisite government approvals;

•

brokers;

•

information supplied;

•

capitalization;

166

•

SEC filings;

•

Trust Account;

•

indebtedness;

•

transactions with affiliates;

•

litigation;

•

compliance with applicable law;

•

business activities;

•

internal controls; stock exchange listing; financial statements

•

no undisclosed liabilities;

•

tax matters;

•

material contracts; no defaults;

•

absence of changes;

•

employee benefit plans;

•

Sponsor Letter Agreement;

•

Investment Company Act;

•

charter provisions;

•

compliance with international trade and anti-corruption laws;

•

investigation; and

•

residency.

The Business Combination Agreement contains representations and warranties of SatixFy and its subsidiaries relating, among other things, to:

•

organization and qualification;

•

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;

•

compliance with applicable law;

•

employee plans;

•

environmental matters;

•

intellectual property;

•

privacy and data security;

•

labor matters;

•

insurance;

167

•

tax matters;

•

brokers;

•

real and personal property;

•

transactions with affiliates;

•

compliance with international trade and anti-corruption laws;

•

PIPE Financing;

•

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;

168

(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

169

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;

170

•

(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

171

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;

172

•

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;

173

•

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.

174

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;

175

•

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;

•

since the date of the Business Combination Agreement, no SatixFy Material Adverse Effect has occurred that is continuing;

•

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;

•

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);

•

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;

•

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;

•

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;

•

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;

•

each Ancillary Document shall have been executed and delivered by Endurance and the Sponsor (other than SatixFy); and

176

•

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

177

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.

178

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.

179

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

180

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.

181

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

182

(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.

183

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.

184

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 June 30, there was approximately $201,268,266 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.

185

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

186

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.

188

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

190

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)

D

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

​

​

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)

FF

​

​

​

​

​

​

​

​

​

​

Change in fair value of warrant liabilities

​

​

​

​

3,994

​

​

​

​

​

(1,050)

GG

​

​

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

195

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:

196

(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 Endurance’s legal, accounting and other expenses in the amount of approximately $1.6 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

197

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	​	14,609
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.

198

(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.

199

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

200

•

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

201

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.

202

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

203

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

204

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

205

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

206

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

207

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.

208

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.

209

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.

On August 25, 2022, a purported shareholder of Endurance sent a demand letter (the “Demand Letter”) to Endurance’s counsel alleging that the Registration Statement on Form F-4 filed with the SEC by the

210

Company on August 23, 2022 omitted information related to the Business Combination and further alleging, without rationale, that the consideration to be paid to shareholders of Endurance pursuant to the terms of the Business Combination Agreement is inadequate. The Demand Letter demands that the board of directors of Endurance cause the dissemination of supplemental disclosures addressing the alleged deficiencies and that the parties to the Business Combination Agreement engage in negotiations to increase the consideration to be paid to shareholders of Endurance. Endurance and the Company believe the purported claims described in the Demand Letter are without merit.

On September 14, 2022, two purported shareholders of Endurance sent demand letters (the “September 14 Demand Letters”) to Endurance’s counsel alleging that the Registration Statement on Form F-4 filed with the SEC by the Company on August 23, 2022 omitted information related to the Business Combination. The September 14 Demand Letters demand that the board of directors of Endurance and the Company cause the dissemination of supplemental disclosures addressing the alleged deficiencies. Endurance and the Company believe the purported claims described in the September 14 Demand Letters are without merit.

There can be no assurances that additional demands, or complaints asserting similar allegations, will not be made or filed with respect to the Business Combination. If additional similar demands or complaints are made or filed, absent new or different allegations that are material, neither Endurance nor the Company will necessarily announce them.

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.

211

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

212

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

213

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):

•

The satellite payload, which is the system integrated to the satellite platform that provides in-space data receiving, processing and transmitting capabilities.

•

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.

•

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.

214

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.

•

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.

•

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.

215

	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

216

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

217

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

218

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.

•

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.

•

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.

•

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.

•

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

219

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:

•

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.

•

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.

•

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.

•

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.

•

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.

•

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.

220

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:

•

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.

•

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.

•

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.

•

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.

•

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,

221

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.

222

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.

223

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.

224

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.”

225

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.

226

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

227

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.

228

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”

229

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.

230

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.

231

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.”

232

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.

233

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

234

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

235

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

236

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.

237

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,

238

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

239

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

240

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.

241

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

242

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

243

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.

244

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

245

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

246

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

247

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.”

248

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

249

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

250

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

251

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.

252

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

253

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.

254

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.”

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.

255

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 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

256

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 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

257

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%).

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.

258

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 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.

259

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.

Mr. Leibovitch expects to step down from his role as Chief Financial Officer following the consummation of the Business Combination in compliance with Israeli law, which stipulates that a chairman of the board of directors of a public company should not also serve as its chief financial officer. Mr. Leibovitch will remain actively involved in SatixFy’s strategy, governance and oversight as Chairman of the board of directors and will continue to contribute to SatixFy’s day-to-day operations as a consultant under his existing services agreement. SatixFy has commenced the process of recruiting a new Chief Financial Officer and expects to appoint an interim or new Chief Financial Officer upon or shortly after the consummation of the Business Combination.

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 &

260

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 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

261

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 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.

262

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 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:

•

not create a nominating and governance committee (and the power to nominate directors will not be limited exclusively to independent directors);

•

not implement and publish corporate governance guidelines;

•

not have an lead independent or non-management director that presides over regularly scheduled meetings of the Board without the participation of management;

•

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 requirements that the compensation committee must be composed entirely of directors determined to be independent under NYSE compensation committee rules and conduct an independence assessment with respect to any compensation consultant, legal counsel or other adviser that provides advice to the compensation committee;

•

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

•

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.

263

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.

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:

•

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

•

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:

•

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;

•

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

•

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

264

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.

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):

•

an employment relationship;

•

a business or professional relationship even if not maintained on a regular basis (excluding insignificant relationships);

•

control; and

•

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

265

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 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

266

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:

•

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

•

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:

•

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

•

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

267

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:

•

retaining and terminating our independent auditors, subject to ratification by the board of directors and by the shareholders;

•

pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

•

overseeing the accounting and financial reporting processes of our company;

•

managing audits of our financial statements;

•

preparing all reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act;

•

reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication, filing, or submission to the SEC;

•

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;

•

reviewing with counsel, as deemed necessary, legal and regulatory matters that may have a material impact on the financial statements;

•

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;

•

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

•

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

268

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.

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:

•

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;

•

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;

•

resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

•

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:

•

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;

•

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;

•

approving and exempting certain transactions regarding office holders’ compensation pursuant to the Israeli Companies Law; and

•

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.

269

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:

•

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

•

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:

•

the education, skills, experience, expertise and accomplishments of the relevant office holder;

•

the office holder’s position, responsibilities and prior compensation agreements with him or her;

•

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;

•

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

•

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:

•

with regard to variable components of compensation:

•

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

270

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

•

the ratio between variable and fixed components, as well as the limit on the values of variable components at the time of their grant.

•

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 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;

•

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

•

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 or outstanding company performance), equity-based compensation, benefits and retirement and termination of service arrangements and the compensation that may be granted to the chairman of our board of directors may include, among others, an annual cash retainer, annual bonuses and other cash bonuses as an executive officer other than our chief executive officer and equity based compensation. 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 90% 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 and the chairman of our board of directors 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 and to the chairman of our board of directors 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.

271

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.

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, once approved by our board of directors and shareholders, 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:

•

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

•

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

272

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.

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.

273

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 (as amended from time to time, 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 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. The maximum number of ordinary shares that may be awarded specifically in the form of incentive stock options only under the Plans and the U.S. Addendum is one million ordinary shares.

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).

274

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.

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

275

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.

In the event that SatixFy distributes bonus shares, the exercise price of options outstanding as of the record date of such distribution will not be adjusted; however, the number of ordinary shares covered by each such option and the number of ordinary shares which have been authorized for issuance under the Plans but as to which no options or other award have yet been granted or which have been returned to the Plans upon cancellation or expiration of an option or other award, shall be proportionately adjusted to the increase in the number of issued ordinary shares. In the case of a rights issue made by SatixFy, the number of ordinary shares covered options granted as of the record date of such distribution will be proportionately and equitably adjusted so as to maintain through such an event the proportionate equity portion represented by the rights issue, such that the number of ordinary shares underlying the relevant option will be proportionately adjusted to the benefit component underlying the rights issuance as represented by the difference between the closing price of SatixFy’s ordinary shares on the stock exchange on the last trading day prior to the “ex-rights” day and the base price of SatixFy’s shares on the stock exchange following the “ex-rights” day. In the event of a distribution of cash dividend or in kind dividend to SatixFy’s shareholders, the exercise price of options outstanding as of the record date of such distribution of a dividend, will be adjusted, such that the exercise price of such outstanding options will be decreased by the gross dividend amount per Share (or its monetary value in the event of a dividend in kind). This adjustment shall be subject to and in accordance with the terms of any applicable ruling issued by the Israeli Tax Authority, to the extent applicable to the options. In no event will the exercise price of the options outstanding as of the record date be adjusted to a price lower than the minimum exercise price set forth in applicable law. All these adjustments will be subject to and in accordance with the terms of any applicable ruling issued by the Israel Tax Authority to the extent required.

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 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

276

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, 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.

On September 15, 2022, SatixFy’s board approved an amendment, which remains subject to approval by SatixFy’s shareholders and is subject to the consummation of the Business Combination, to Mr. Leibovitch’s compensation under this agreement to (i) grant Mr. Leibovitch a $2 million success bonus payable upon the Closing of the Business Combination, (ii) increase Mr. Leibovitch’s monthly fee for services provided to $100,000 per month, effective as of October 1, 2022, (iii) increase Mr. Leibovitch’s yearly bonus such that the yearly bonus shall be 2% of the incremental year-over-year growth of the shareholders equity in the consolidated financial statements of the Company and (iv) increase Mr. Leibovitch’s annual bonus such that the annual bonus shall be 2% of the incremental year-over-year growth of revenues in the consolidated financial statements of the Company.

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 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.

277

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. SatixFy expects to appoint an internal auditor upon or prior to the closing of the Business Combination.

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:

•

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

•

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:

•

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;

•

refrain from any activity that is competitive with the business of the company;

•

refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for the office holder or others; and

•

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.

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

278

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 to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters:

•

an amendment to the company’s articles of association;

•

an increase of the company’s authorized share capital;

•

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.

279

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

280

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.

281

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.

282

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.”

283

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:

•

banks, insurance companies, and certain other financial institutions;

•

regulated investment companies and real estate investment trusts;

•

brokers, dealers or traders in securities that use a mark to market method of tax accounting;

•

tax-exempt organizations or governmental organizations;

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

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;

•

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;

•

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;

•

“controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

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);

•

persons subject to the “base erosion and anti-abuse” tax;

•

U.S. Holders having a functional currency other than the U.S. dollar;

•

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

284

•

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:

•

an individual who is a citizen or resident of the United States;

•

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;

•

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

285

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

286

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.

287

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

288

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:

•

the SatixFy Ordinary Shares are readily tradable on an established securities market in the United States;

•

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;

•

the U.S. Holder satisfies certain holding period requirements; and

•

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

289

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

290

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:

•

at least 75% of its gross income for such year is passive income; or

•

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

291

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:

•

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;

•

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

•

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

292

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:

•

a nonresident alien individual, other than certain former citizens and residents of the United States;

•

a foreign corporation; or

•

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.”

293

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.

294

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:

•

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;

•

Under limited conditions, an election to file consolidated tax returns with controlled Israeli Industrial Companies;

295

•

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:

•

The expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

•

The research and development must be for the promotion of the company; and

•

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.

296

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

297

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

298

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

299

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

300

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.

301

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

302

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.

303

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:

•

amendments to the A&R Articles of Association;

•

appointment or termination of service of our auditors;

•

election of directors, including external directors (unless otherwise determined in the A&R Articles of Association);

•

approval of certain related party transactions;

•

increases or reductions of our authorized share capital;

•

a merger; and

•

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.

304

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:

•

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;

•

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

•

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

•

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:

•

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;

•

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;

•

a financial liability imposed on the office holder in favor of a third-party;

•

a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and

•

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:

305

•

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;

•

a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

•

an act or omission committed with intent to derive illegal personal benefit; or

•

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

306

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.

307

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

308

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

309

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.

310

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

311

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):

•

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 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:

•

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 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;

•

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

•

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.

312

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

313

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.

314

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.

315

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

316

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.

317

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

318

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

319

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.

320

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 date of this proxy statement/prospectus.
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	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

321

​	SatixFy	Endurance
​	more of its directors, (ii) one-quarter 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.	shareholders’ requisition is a 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

322

​	SatixFy	Endurance
​	​	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 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	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

323

​	SatixFy	Endurance
​	submitting a proposal within seven 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.	shareholders in connection with the 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	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

324

SatixFy

Endurance

may be elected under the Israeli 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.

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 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.

325

​	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

326

​	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

327

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

328

​	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

329

​	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.

330

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.

331

​

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.

332

(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

333

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.

334

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.

335

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.

336

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.

337

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.

338

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.
June 10, 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);

A-1

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;

A-2

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.

A-3

“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).

A-4

“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.

A-5

“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

A-6

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.

A-7

“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

A-8

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,

A-9

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,

A-10

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,

A-11

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,

A-12

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.

A-13

“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.

A-14

“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.

A-15

“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.

A-16

“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

A-17

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.

A-18

“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

A-19

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).

A-20

“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.

A-21

“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).

A-22

(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

A-23

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)

A-24

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.

A-25

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.

A-26

(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

A-27

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

A-28

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.

A-29

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.

A-30

(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

A-31

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.

A-32

(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

A-33

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,

A-34

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.

A-35

(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

A-36

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

A-37

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.

A-38

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.

A-39

(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

A-40

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

A-41

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

A-42

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.

A-43

(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.

A-44

(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.

A-45

(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

A-46

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

A-47

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

A-48

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.

A-49

(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

A-50

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)

A-51

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

A-52

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

A-53

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.

A-54

(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

A-55

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

A-56

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.

A-57

(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.

A-58

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

A-59

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:

A-60

(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;

A-61

(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);

A-62

(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

A-63

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

A-64

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

A-65

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

A-66

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.

A-67

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

A-68

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.

A-69

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

A-70

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.

A-71

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

A-72

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

A-73

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

A-74

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;

A-75

(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

A-76

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

A-77

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.

A-78

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

A-79

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

A-80

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).

A-81

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

A-82

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

A-83

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.

* * * * * *

A-84

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

11

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.

12

(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

13

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

14

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

15

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.

16

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.

18

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:

19

(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

20

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

21

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.

23

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.

24

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.

B-4

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;

B-5

(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

B-6

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.

B-7

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

B-8

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.

B-9

(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

B-10

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

B-11

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

B-12

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.

B-13

(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

B-14

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.

B-15

(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

B-16

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

B-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.

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

B-18

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.

B-19

(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

B-20

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

B-21

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

B-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.

B-23

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.

B-24

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

Annex C​

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies ENDURANCE ACQUISITION CORP. to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on [ • ], 2022. . INTERNET – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote at the Meeting – If you plan to attend the virtual online extraordinary general meeting, you will need your 12 digit control number to vote electronically at the annual meeting. To attend: https://www.cstproxy.com/[•] MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided. PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. PROXY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Please mark your votes like this THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3. Proposal No. 1 – The Business Combination Proposal An ordinary resolution to ratify, approve and adopt FOR AGAINST ABSTAIN Proposal No. 3 – The Adjournment Proposal An ordinary resolution to approve the adjourn- ment of the extraordinary general meeting to a FOR AGAINST ABSTAIN the Business Combination Agreement, dated as of March 8, 2022 (such agreement as amended by Amendment No. 1 to the Business Combi- nation Agreement dated as of June 13, 2022 (the “Amendment No. 1”) and Amendment No. 2 to the Business Combination Agreement dated as of August 23, 2022 (the “Amendment No. 2”) and as it may be further amended and/or restated from time to time, the “Business Combina- tion 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 the proxy state- ment/ 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 com- pany (“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 Endur- ance with Endurance surviving the merger as a wholly owned subsidiary of SatixFy (the “Business Combination Proposal”). later date or dates to be determined by the chairman of the extraor- dinary general meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the ex- traordinary 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 con- dition contained in the Business Combination Agreement would not be satisfied (the “Adjournment Proposal”). Proposal No. 2 – The Merger Proposal A special resolution to authorize and approve the Plan of Merger and the merger of Merger Sub FOR AGAINST ABSTAIN 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”). CONTROL NUMBER Signature Signature, if held jointly Date 2022. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such.

C-1

Important Notice Regarding the Internet Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders To view the Proxy Statement/Prospectus and to attend the Extraordinary General Meeting, please go to: https://www.cstproxy.com/[•] PROXY FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF ENDURANCE ACQUISITION CORP. The undersigned hereby appoints Richard Davis and Romeo Reyes, or either of them independently, as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the ordinary shares (the “Shares”) of Endurance Acquisition Corp. (“Endurance”) held of record by the undersigned at the close of business on [●], 2022 at the Extraordinary General Meeting of Shareholders of Endurance to be held on [●], 2022, at [●], and virtually over the Internet via live audio webcast at https://www.cstproxy.com/[●], or at any adjournment or postponement thereof (the “Extraordinary General Meeting”). The undersigned acknowledges receipt of the enclosed proxy statement and revokes all prior proxies for said meeting. Notwithstanding the order in which the proposals are set out herein, Endurance may put the proposals for the Extraordinary General Meeting in such order as it may determine. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF YOU RETURN A SIGNED AND DATED PROXY CARD BUT NO SPECIFIC INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF EACH PROPOSAL PRESENTED TO SHAREHOLDERS. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on the other side)

C-2

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.
4.6+	Letter Agreement, dated as of September 14, 2021, by and among Endurance Acquisition Corp., its officers and directors, and the Sponsor.

II-1

Exhibit Number	Description
4.7	Specimen Ordinary Share Certificate of SatixFy.
4.8	Specimen Warrant Certificate of SatixFy.
4.9	Specimen PIPE Warrant Certificate of SatixFy (included in Exhibit 4.11 to the proxy statement/​prospectus).
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.
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.

II-2

Exhibit Number	Description
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
99.1	Form of Proxy for Special Meeting (included as Annex C 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.

+

Previously filed.

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 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

II-3

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 16th day of September, 2022.

SATIXFY COMMUNICATIONS LTD.
By:	/s/ David Ripstein
​	Name: David Ripstein
​	Title: Chief Executive Officer

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
*    David Ripstein	Chief Executive Officer (Principal Executive Officer)	September 16, 2022
/s/ Yoav Leibovitch    Yoav Leibovtich	Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)	September  16, 2022
*    Mary P. Cotton	Director	September 16, 2022
*    Shengyan Fan	Director	September 16, 2022
*    Lawrence Krauss	Director	September 16, 2022
*    Doron Rainish	Director	September 16, 2022
*    Yair Shamir	Director	September 16, 2022
*    David L. Willetts	Director	September 16, 2022
*By: /s/ Yoav Leibovitch Name: Yoav Leibovitch Title: Attorney-in-Fact	​	​

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 16th day of September, 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-4.7

Exhibit 4.7

INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL SATIXFY COMMUNICATIONS LTD. ORDINARY SHARES THIS IS TO CERTIFY THAT *SPECIMEN* IS THE OWNER OF *** SPECIMEN *** FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF SATIXFY COMMUNICATIONS LTD. SUBJECT TO THE COMPANY’S ARTICLES OF ASSOCIATION Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. Dated: ** Day of Month **, 20** COUNTERSIGNED AND REGISTERED: Continental Stock Transfer & Trust Company Transfer Agent and Registrar By: By: Authorized Signature Authorized Signature <Number> < Number>

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 TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with the right of survivorship and not as tenants in common Act (State) Additional abbreviations may also be used though not in the above list. For value received, hereby sell, assign and transfer unto PI-EASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint , Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated SIGNATURE GUARANTEED: TRANSFER FEE WILL APPLY X THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE. THE SIGNATIJRE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks. Stockbrokers, Savings and Loan Associations and Credit Unions).

EX-4.8

Exhibit 4.8

SPECIMEN 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.

Organized 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, no par value (“Ordinary Shares”), of SatixFy Communications Ltd., a limited liability company organized 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.

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.

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:

3

[REVERSE OF CERTIFICATE]

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, as amended by the Warrant Assignment, Assumption and Amendment Agreement, dated as of                     , by and among SatixFy, Endurance Acquisition Corp. and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”) (as amended from time to time, the “Warrant Agreement”), duly executed and delivered by Endurance Acquisition Corp. and the Company, as applicable, to Continental, 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.

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.

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 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]

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)).

7

EX-5.1

Exhibit 5.1

 

September 16, 2022

SatixFy Communications Ltd.

12 Hamada St.

Rehovot 670315 Israel

Re: SatixFy Communications Ltd.

Ladies and Gentlemen:

We have acted as Israeli counsel to SatixFy Communications Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the filing by the Company of a registration statement on Form F-4 (the “Registration Statement”) registering the issuance by the Company of (i) 24,200,000  ordinary shares, no par value (the “Ordinary Shares”), of the Company, (ii) 17,630,000 warrants, each entitling the holder to purchase one Ordinary Share (the “Warrants”) and (iii) 17,630,000 Ordinary Shares underlying the Warrants (the “Warrant Shares”), in each case to be issued pursuant to the merger (the “Merger”) contemplated by the Business Combination Agreement (the “Business Combination Agreement”), dated as of March 8, 2022, by and among the Company, Endurance Acquisition Corp. and SatixFy MS, as amended on June 13, 2022 and August 23, 2022.

This opinion is rendered pursuant to Item 21(a) of Form F-4 promulgated by the United States Securities and Exchange Commission (the “SEC”) and Items 601(b)(5) and (b)(23) of the SEC’s Regulation S-K, each promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”).

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, as amended, filed by the Company with the SEC and to which this opinion is attached as an exhibit; (ii) the articles of association of the Company, as currently in effect (the “Articles”); (iii) a draft of the amended articles of association of the Company, to be in effect immediately prior to the closing of the Merger (the “Amended Articles”); (iv) resolutions of the board of directors of the Company (the “Board”) and the shareholders of the Company (the “Shareholders”) which have heretofore been approved and relate to the Registration Statement and to the consummation of the transactions contemplated by the Business Combination Agreement and other actions to be taken in connection therewith; (v) the Business Combination Agreement, (vi) the Warrants; and (vii) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to the opinion set forth below that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that upon effectiveness of the Merger and the Amended Articles and shareholder approval of the Business Combination Agreement, and upon receipt by the Company of the consideration for the issuance of the Ordinary Shares contemplated under the Business Combination Agreement, (i) the Ordinary Shares being registered under the Registration Statement, when issued pursuant to the Merger, will be validly issued, fully paid and non-assessable, (ii) the Warrant Shares, when issued and sold by the Company and delivered by the Company against receipt of the exercise price therefor pursuant to the terms of the Warrants, in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable and (iii) the Warrants, when executed and delivered in accordance with the provisions of the warrant agreement, as amended, governing the Warrants will be duly authorized, executed and delivered.

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunder or Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

Very truly yours,

/s/ Gross & Co.

EX-5.2

Exhibits 5.2 and 23.4

Davis Polk & Wardwell llp 450 Lexington Avenue
New York, NY 10017 davispolk.com

September 16, 2022

SatixFy Communications Ltd.
12 Hamada St.
Rehovot 670315, Israel

Ladies and Gentlemen:

SatixFy Communications Ltd., a company organized under the laws of Israel (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form F-4 (the “Registration Statement”) and the related proxy statement and prospectus (the “Prospectus”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities of the Company, including 17,630,000 warrants (the “Warrants”) to purchase ordinary shares of the Company.

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.

Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming that the warrant agreement, as amended, governing the Warrants has been duly authorized, executed and delivered by the warrant agent and the Company, and such Warrants have been duly authorized, executed, issued and delivered in accordance with the warrant agreement, as amended, and the applicable agreement against payment thereto, the Warrants are valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability.

With respect to the validity of the ordinary shares underlying the Warrants, you have received, and we understand that you are relying upon, the opinion of Gross & Co., Israeli counsel to the Company.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the caption “Legal Matters” in the Prospectus.

In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

EX-10.8

Exhibit 10.8

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ____________________, 2022, is entered into by and between SatixFy Communications Ltd., a private company incorporated under the laws of the State of Israel, company registration No. 51-613503-5 (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto (the “Indemnitee”).

WHEREAS, Indemnitee is an Office Holder (“Nosse Misra”), as such term is defined in the Companies Law, 5759–1999, as amended (the “Companies Law” and “Office Holder” respectively), of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against Office Holders of companies and that highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, companies;

WHEREAS, the Amended and Restated Articles of Association of the Company (the "Articles") authorize the Company to indemnify and advance expenses to its Office Holders and provide for insurance and exculpation to its Office Holders, in each case, to the fullest extent permitted by applicable law;

WHEREAS, the Company has determined that (i) the increased difficulty in attracting and retaining competent persons is detrimental to the best interests of the Company and that the Company should act to assure such persons that there will be increased certainty of such protection in the future, and (ii) it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to assure Indemnitee’s continued service to the Company in an effective manner and, in part, in order to provide Indemnitee with specific contractual assurance that the indemnification, insurance and exculpation afforded by the Articles will be available to Indemnitee, the Company wishes to undertake in this Agreement for the indemnification of and the advancing of expenses to Indemnitee to the fullest extent permitted by applicable law and as set forth in this Agreement and provide for insurance and exculpation of Indemnitee as set forth in this Agreement.

2

NOW, THEREFORE, the parties hereto agree as follows:

1. INDEMNIFICATION AND INSURANCE.

1.1. The Company hereby irrevocably undertakes to indemnify Indemnitee to the fullest extent permitted by applicable law for any liability and expense specified in Sections 1.1.1 through 1.1.4 below, imposed on Indemnitee due to or in connection with an act performed by such Indemnitee, either prior to or after the date hereof, in Indemnitee’s capacity as an Office Holder of the Company or of any subsidiary thereof (the “Corporate Capacity”). The term “act performed in Indemnitee’s capacity as an Office Holder” shall include, without limitation, any act, omission and failure to act. Notwithstanding the foregoing, in the event that the Office Holder is the beneficiary of an indemnification undertaking provided by a subsidiary of the Company or any other entity (other than a Secondary Indemnitor (as defined below), with respect to his Corporate Capacity with such subsidiary or entity, then the indemnification obligations of the Company hereunder with respect to such Corporate Capacity shall only apply to the extent that the indemnification by such subsidiary or other entity does not actually fully cover the indemnifiable liabilities and expenses relating thereto. The following shall be hereinafter referred to as “Indemnifiable Events”:

1.1.1. Financial liability imposed on, or incurred by, Indemnitee in favor of any person pursuant to a judgment, including a judgment rendered in the context of a settlement or an arbitrator’s award approved by a court. For purposes of Section ‎1 of this Agreement, the term “person” shall include, without limitation, a natural person, firm, partnership, joint venture, trust, company, corporation, limited liability entity, unincorporated organization, estate, government, municipality, or any political, governmental, regulatory or similar agency or body;

1.1.2. Expenses (as defined below) expended or incurred by Indemnitee as a result of an investigation or any proceeding instituted against the Indemnitee by an authority that is authorized to conduct an investigation or proceeding, and that was concluded without filing an indictment against the Indemnitee and without imposing on the Indemnitee a financial obligation in lieu of a criminal proceeding, or that was concluded without filing an indictment against the Indemnitee but with imposing a financial obligation in lieu of a criminal proceeding for an offense that does not require proof of mens rea or in connection with a financial sanction; In this section “conclusion of a proceeding without filing an indictment in a matter in which a criminal investigation has been instigated” and “financial liability in lieu of a criminal proceeding” shall have the meaning assigned to such terms under the Companies Law, and the term "financial sanction" shall mean such term as referred to in Section 260(a)(1a) of the Companies Law;

1.1.3. Expenses, including attorneys’ fees, incurred by or charged to Indemnitee by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or in a criminal charge from which he was acquitted or in which he was convicted of an offense that does not require proof of Mens Rea; and

3

1.1.4. Any other event, occurrence or circumstances in respect of which the Company may lawfully indemnify an Office Holder of the Company (including, without limitation, indemnification with respect to the matters referred to under Section 56h(b)(1) of the Israeli Securities Law 5728-1968, as amended (the "Securities Law"), if applicable, and Section 50P(b)(2) of the Israeli Economic Competition Law, 5758-1988 (the “Competition Law”)).

For the purpose of this Agreement, “Expenses” shall include, without limitation, reasonable attorneys’ fees and other reasonable costs and expenses paid or incurred by Indemnitee in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any claim relating to any matter for which indemnification hereunder may be provided, and expenses paid or incurred by Indemnitee in successfully enforcing this Agreement. Expenses shall be considered paid or incurred by Indemnitee at such time as Indemnitee is required to pay or incur such cost or expenses, including upon receipt of an invoice or demand for payment. The Company shall pay the Expenses in accordance with the provisions of Section 1.3.

1.2. The Company shall indemnify the Indemnitee under Section 1.1.1 only with respect to events described in Exhibit A hereto. The Board of Directors of the Company (the “Board”) has determined that the events listed in Exhibit A are likely to occur in light of the Company’s activity. The maximum amount of indemnification payable by the Company under Section ‎1.1.1 of this Agreement with respect to all Office Holders in the aggregate will be limited to an aggregate amount which shall not exceed the higher of (i) Five Million US Dollars (US$ 5,000,000) or 25% (twenty five percent) of the Company’s consolidated shareholders’ equity as is in accordance with the Company’s most recent consolidated annual financial statements, that existed as of the actual date of payment for the indemnification and (ii) the maximum coverage provided by the Company’s directors and officers liability insurance policy (the higher of subclause (i) and (ii), the “Limit Amount”).If the Limit Amount is insufficient to cover all the indemnity amounts payable with respect to all indemnifiable persons as aforesaid, then such amount shall be allocated to such Indemnifiable Persons pro rata according to the percentage of their culpability, as finally determined by a court in the relevant claim, or, absent such determination or in the event such persons are parties to different claims, based on an equal pro rata allocation among such indemnifiable persons calculated based on the amount of indemnification each of the Office Holders would have been entitled to receive but for the Limit Amount. The Limit Amount payable by the Company for the events described in Exhibit A is deemed by the Company to be reasonable in light of the circumstances. The indemnification provided under Section ‎1.1.1 herein shall not be subject to the limitations imposed by this Section ‎1.2 and Exhibit A if and to the extent such limits are no longer required by the Companies Law.

4

1.3. If so requested by Indemnitee, and subject to the Company’s repayment and reimbursements rights set forth in Sections ‎4 and ‎6 below, the Company shall pay amounts to cover Indemnitee’s Expenses with respect to which Indemnitee is entitled to be indemnified under Section ‎1.1 above, as and when incurred. The payments of the Expenses shall be made by the Company directly to the Indemnitee within fifteen (15) days after the receipt by the Company of a written statement by such Indemnitee therefor to the Company. Such statement shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or be preceded or accompanied by an undertaking by the Indemnitee to repay any expenses advanced, if the Indemnitee is not entitled to be indemnified against such expenses under this Agreement, all in accordance with Section 4.1 below. The Company may make payments in respect of Indemnitee’s legal expenses directly to the Indemnitee’s legal advisor, against a duly issued invoice, at the request of the Indemnitee. As part of the aforementioned undertaking and subject to other limitations in this Agreement, the Company will make available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with an interim decision given by a court, governmental or administrative body, or an arbitrator, including for the purpose of substituting liens imposed on Indemnitee’s assets.

1.4. The Company’s obligation to indemnify Indemnitee and advance Expenses in accordance with this Agreement shall be for such period (the “Indemnification Period”) as Indemnitee shall be subject to any actual, possible or threatened claim, action, suit, demand or proceeding or any inquiry or investigation, whether civil, criminal or investigative, arising out of the Indemnitee’s service in the Corporate Capacity as described in Section 1.1 above, whether or not Indemnitee is still serving in such position.

1.5. The Company undertakes that, subject to the mandatory limitations under applicable law, as long as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain in effect directors and officers liability insurance, which will include coverage for the benefit of the Indemnitee, providing coverage in amounts as reasonably determined by the Board. The Company hereby undertakes to notify the Indemnitee 30 days prior to the expiration or termination of the directors’ and officers’ liability insurance policy.

2. The Company undertakes to give prompt written notice of the commencement of any claim hereunder or of circumstances which may lead to a claim hereunder, to its insurers in accordance with the procedures set forth in each of the policies. The Company shall thereafter diligently take all actions reasonably necessary under the circumstances to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. The above shall not derogate from the Company’s authority to freely negotiate or reach any compromise with the insurer which is reasonable, in the Company’s sole discretion, provided that the Company shall act in good faith and in a diligent manner.

3. SPECIFIC LIMITATIONS ON INDEMNIFICATION.

Notwithstanding anything to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee with respect to: (i) any act, event or circumstance with respect to which it is prohibited to do so under applicable law; (ii) a breach of Indemnitee’s duty of loyalty to the Company or any of its subsidiaries of which he is an Office Holder, except, to the extent permitted by law, for a breach of a duty of loyalty to the Company or any of its subsidiaries of which he is an Office Holder while acting in good faith and having reasonable cause to assume that such act would not prejudice the interests of the Company or any of its subsidiaries; (iii) an intentional or reckless breach of the duty of care, other than a breach arising solely out of Indemnitee’s negligent conduct; (iv) an action taken with the intent of unlawfully realizing personal gain; (v) a fine or penalty imposed upon the Indemnitee; or (vi) with respect to proceedings or claims initiated or brought voluntarily by the Indemnitee against the Company, other than: (a) by way of defense or by way of third party notice to the Company in connection with a claim brought against the Indemnitee, or (b) in specific cases in which the Board has approved the initiation or bringing of such claim by Indemnitee.

5

4. REPAYMENT OF EXPENSES.

4.1 In the event that the Company provides or is required to provide indemnification with respect to Expenses hereunder and at any time thereafter the Company determines, based on written advice from its legal counsel (the legal basis of which shall be provided to the Indemnitee in writing), that the Indemnitee was not entitled to such payments, the amounts so indemnified by the Company will be promptly repaid by Indemnitee, unless the Indemnitee disputes the Company’s determination in writing, in which case the Indemnitee’s obligation to repay to the Company shall be postponed until such dispute is resolved.

4.2 Indemnitee’s obligation to repay to the Company for any Expenses or other sums paid hereunder shall be deemed as a loan given to Indemnitee by the Company subject to the minimum interest rate prescribed by Section 3(9) of the Income Tax Ordinance [New Version], 1961, or any other legislation replacing it, which is not considered a taxable benefit.

5. SUBROGATION; SECONDARY INDEMNITORS.

5.1 Except as set forth in Section ‎5.2 below, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

5.2 The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by shareholder(s) of the Company, certain of their affiliates or other third parties (collectively, the “Secondary Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Articles (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Without altering or expanding any of the Company’s indemnification obligations hereunder, the Company further agrees that no advancement or payment by the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Secondary Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery to which the Indemnitee is entitled pursuant to this Agreement. The Company and Indemnitee agree that the Secondary Indemnitors are express third party beneficiaries of the terms of this Section ‎5.2.

6

6. REIMBURSEMENT.

Except as set forth in Section ‎5.2 above, the Company shall not be liable under this Agreement to make any payment in connection with any Indemnifiable Event to the extent Indemnitee has otherwise actually received payment under any insurance policy or otherwise (without any obligation of Indemnitee to repay any such amount) of the amounts otherwise indemnifiable hereunder. Any amounts paid to Indemnitee under such insurance policy or otherwise after the Company has indemnified Indemnitee for such liability or Expense shall be repaid to the Company promptly upon receipt by Indemnitee, in accordance with the terms set forth in Section ‎5.2.

7. EFFECTIVENESS.

The Company represents and warrants that this Agreement is valid, binding and enforceable in accordance with its terms and was duly adopted and approved by the Company and shall be in full force and effect immediately upon its execution.

8. NOTIFICATION AND DEFENSE OF CLAIM.

In all Indemnifiable Events, indemnification will be subject to the following:

8.1 Indemnitee shall (a) notify the Company of the commencement of any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding has been or shall or may be initiated against Indemnitee (including any proceedings by or against the Company and any subsidiary thereof), promptly upon Indemnitee first becoming so aware; but the omission so to notify the Company will not relieve the Company from any liability which it may have to Indemnitee under this Agreement unless and to the extent that such failure to provide notice materially and adversely prejudices the Company’s ability to defend such action; and (b) deliver to the Company, or to such person as it shall advise the Indemnitee, without delay all documents the Indemnitee receives in connection with these proceedings and provide such other information and cooperation as the Company shall reasonably request in connection therewith. Notice to the Company shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company (or, if the Indemnitee is the Chief Executive Officer, then to the Chairman of the Board) at the address shown in the preamble to this Agreement (or such other address as the Company shall designate in writing to Indemnitee).

8.2 The Company will be entitled to participate therein at its own expense.

7

8.3 Except as otherwise provided below, the Company, alone or jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof, with counsel selected by the Company for such purpose which counsel is reasonably reputable with experience in the relevant field. Indemnitee shall have the right to employ his or her own counsel in such action, suit or proceeding, but the fees and expenses associated with the retention of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the sole expense of Indemnitee, unless: (i) the employment of counsel by Indemnitee has been authorized in writing by the Company; (ii) Indemnitee and the Company shall have concluded, or independent counsel that is reasonably reputable with experience in the relevant field has opined in writing, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action; or (iii) the Company has not in fact employed within reasonable promptness (and in any case 21 days from Indemnitee’s written request) counsel to assume the defense of such action, in which cases the reasonable fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee or said independent counsel shall have reached the conclusion specified in (ii) above or if the circumstance specified in clause (iii) above shall apply.

8.4 The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or expenses paid in connection with a settlement of any action, claim or otherwise, effected without the Company’s prior written consent.

8.5 If the Company shall have the right to conduct the defense of Indemnitee pursuant to the terms of this Agreement, it shall be entitled to do so as it sees fit in its sole discretion (provided that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that the amount of such settlement, compromise or judgment does not exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant to this Agreement (subject to Section ‎1.2 of this Agreement) and/or applicable law, and any such settlement, compromise or judgment does not impose any penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. If the Company has the right to conduct the defense of Indemnitee pursuant to the terms of this Agreement, then at the request of the Company, the Indemnitee shall execute all documents reasonably required to enable the Company and/or its attorney as aforesaid to conduct Indemnitee’s defense in his/her name, and to represent the Indemnitee in all matters connected therewith, in accordance with the aforesaid. The Indemnitee’s consent shall not be required only if the settlement includes a complete release of Indemnitee, does not contain any admission of wrongdoing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal proceedings, the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay their consent to any proposed settlement.

8.6 Indemnitee shall fully cooperate with the Company and its attorneys in every reasonable way as may be required of Indemnitee within the context of their conduct of such legal proceedings, including but not limited to the execution of power(s) of attorney and other documents. Indemnitee shall give the Company all documents and other information with respect to any claim which is the subject matter of this Agreement or to the defense of other claims asserted against the Company (other than claims asserted by Indemnitee), except for documents or other information that (i) are privileged or otherwise protected from disclosure, or (ii) are otherwise reasonably available to Company, and provided that the Company shall cover all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs and fees.

8

8.7 Indemnitee will do all things reasonably requested by the Board of Directors of the Company to subrogate to the Company any rights of recovery (including rights to insurance or indemnification from persons other than the Company, but other than Secondary Indemnitors) which the Indemnitee may have with respect to any proceeding.

8.8 If, in accordance with the terms of this Agreement, the Company has assumed the conduct of Indemnitee’s defense, the Company will have no liability or obligation pursuant to this Agreement to indemnify the Indemnitee for any legal expenses, including any legal fees, that Indemnitee may expend in connection with its defense following such assumption of defense, except in the event that the Indemnitee is entitled to retain separate counsel pursuant to the terms of this Agreement.

8.9 The Company will have no liability or obligation pursuant to this Agreement to indemnify the Indemnitee for any amount expended by the Indemnitee pursuant to any compromise or settlement agreement reached in any suit, demand or other proceeding as aforesaid without the Company’s prior written consent to such compromise or settlement, which consent shall not be unreasonably withheld or delayed.

9. EXCULPATION.

Subject to the provisions of the Companies Law, the Company hereby releases, in advance, the Office Holder from liability to the Company for any damage that arises from the breach of the Office Holder’s duty of care to the Company (within the meaning of such terms under Sections 252 and 253 of the Companies Law), other than breach of the duty of care towards the Company in a distribution (as such term is defined in the Companies Law) or other acts and omissions as to which, according to applicable law, the Company is not entitled to exempt the Indemnitee.

10. NON-EXCLUSIVITY.

The rights of the Indemnitee hereunder shall not be deemed exclusive of any other rights Indemnitee may have under the Articles, applicable law or otherwise, and to the extent that during the Indemnification Period the indemnification rights of the then serving directors and officers are more favorable to such directors or officers than the indemnification rights provided under this Agreement to Indemnitee, Indemnitee shall be entitled to the full benefits of such more favorable indemnification rights to the extent permitted by law.

11. PARTIAL INDEMNIFICATION.

If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred by Indemnitee in connection with any proceedings, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled under any provision of this Agreement. Subject to the provisions of Section ‎6 above, any amount received by Indemnitee in respect of Indemnifiable Events under any insurance policy which is not maintained by Company or otherwise shall not reduce the Limit Amount hereunder and shall not derogate from the Company’s obligation to indemnify the Indemnitee in accordance with the provisions of this Agreement up to the Limit Amount, as set forth in Section ‎1.2.

9

12. BINDING EFFECT.

This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In the event of a merger or consolidation of the Company or a transfer or disposition of all or substantially all of the business or assets of the Company, the Indemnitee shall be entitled to the same indemnification and insurance provisions as the most favorable indemnification and insurance provisions afforded to the then-serving Office Holders of the Company. In the event that in connection with such transaction the Company purchases a directors’ and officers’ “tail” or “run-off” policy for the benefit of its then serving Office Holders, then such policy shall cover Indemnitee. This Agreement shall continue in effect during the Indemnification Period regardless of whether Indemnitee continues to serve in a Corporate Capacity.

Any amendment to the Companies Law, the Securities Law, the Competition Law or other applicable law adversely affecting the right of the Indemnitee to be indemnified insured or released pursuant hereto shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify or insure the Indemnitee for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

13. SEVERABILITY.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

14. NOTICE.

All notices and other communications pursuant to this Agreement shall be in writing and shall be deemed provided if delivered personally, telecopied, sent by electronic facsimile, email, reputable overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses shown in the preamble to this Agreement, or to such other address as the party to whom notice is to be given may have furnished to the other party hereto in writing in accordance herewith. Any such notice or communication shall be deemed to have been delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of telecopier or an electronic facsimile or email, one business day after the date of transmission if confirmation of receipt is received, (iii) in the case of a reputable overnight courier, three business days after deposit with such reputable overnight courier service, and (iv) in the case of mailing, on the seventh business day following that on which the mail containing such communication is posted.

10

15. GOVERNING LAW; JURISDICTION.

This Agreement shall be exclusively governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the conflicts of law provisions of those laws. The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction and venue of the courts of Tel Aviv, Israel for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.

16. ENTIRE AGREEMENT AND TERMINATION.

This Agreement represents the entire agreement between the parties and supersedes any other agreements, contracts or understandings between the parties, whether written or oral, with respect to the subject matter of this Agreement.

17. NO MODIFICATION AND NO WAIVER.

No supplement, modification or amendment, termination or cancellation of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Any waiver shall be in writing. The Company hereby undertakes not to amend its Articles in a manner which will adversely affect the provisions of this Agreement.

18. ASSIGNMENTS; NO THIRD PARTY RIGHTS

Neither party hereto may assign any of its rights or obligations hereunder except with the express prior written consent of the other party; provided that this Agreement shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. Subject to the aforesaid, and without derogating from the terms of Section 5, nothing herein shall be deemed to create or imply an obligation for the benefit of a third party. Without limitation of the foregoing, nothing herein shall be deemed to create any right of any insurer that provides directors' and officers’ liability insurance, to claim, on behalf of Indemnitee, any rights hereunder.

19. 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; it being understood that parties need not sign the same counterpart. The exchange of an executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement, as an original.

[Signature Page Follows]

11

IN WITNESS WHEREOF, the parties, each acting under due and proper authority, have executed this Indemnification Agreement as of the date first mentioned above, in one or more counterparts.

SatixFy Communications Ltd.	[______________]
By:	By:
Name:
Title:

[SatixFy Communications Ltd. – Signature Page to Indemnification Agreement]

13

EXHIBIT A*

CATEGORY OF INDEMNIFIABLE EVENT

1. Claims in connection with employment relationships with employees of the Company, and in connection with business relations between the Company and its employees, independent contractors, customers, suppliers and various service providers.

2. Negotiations, execution, delivery and performance of agreements of any kind or nature, anti-competitive acts, acts of commercial wrongdoing, approval of corporate actions including the approval of the acts of the Company’s management, their guidance and their supervision, actions concerning the approval of transactions with Office Holders or shareholders, including controlling persons, actions pursuant to or in accordance with the policies and procedures of the Company (whether or not such policies and procedures are published) and claims of failure to exercise business judgment and a reasonable level of proficiency, expertise and care with respect to the Company’s business.

3. Violation, infringement, misappropriation, dilution and other misuse of copyrights, patents, designs, trade secrets, confidential information, proprietary information and any other intellectual property rights, acts in connection with the registration, assertion or protection of rights to intellectual property and the defense of claims related to intellectual property, breach of confidentiality obligations, acts in regard of invasion of privacy or any violation of privacy or privacy related right, including with respect to databases or handling, collection or use of private information, acts in connection with slander and defamation, and claims in connection with publishing or providing any information, including any filings with any governmental authorities, whether or not required under any applicable laws.

4. Approval of and recommendation or information provided to shareholders with respect to any and all corporate actions, including the approval of the acts of the Company’s management, their guidance and their supervision, matters concerning the approval of transactions with Office Holders (including, without limitation, all compensation related matters) or shareholders, including controlling persons and claims and allegations of failure to exercise business judgment, reasonable level of proficiency, expertise, care or any other applicable standard, with respect to the foregoing or otherwise with respect to the Company’s business, strategy, operations and prospective outlook, and any discussions, deliberations, reviews or other preparatory or preliminary phases relating to any of the foregoing.

5. Violations or failure to comply with of securities laws of any jurisdiction, including without limitation, claims under the U.S. Securities Act of 1933, as amended from time to time, or the U.S. Securities Exchange Act of 1934, as amended from time to time, or under the Israeli Securities Law, as amended from time to time, fraudulent disclosure claims, failure to comply with any securities authority or any stock exchange disclosure or other rules and any other claims relating to relationships with investors, debt holders, shareholders optionholders, holders of any other equity or debt instrument of the Company, and otherwise with the investment community (including without limitation any such claims relating to merger, change in control, issuances of securities, restructuring, spin out, spin off, divestiture, recapitalization or any other transaction relating to the corporate structure or organization of the Company) and any claims related to the Sarbanes-Oxley Act of 2002, as amended from time to time; claims relating to or arising out of financing arrangements, any breach of financial covenants or other obligations towards lenders or debt holders of the Company, class actions, violations of laws requiring the Company to obtain regulatory and governmental licenses, permits and authorizations in any jurisdiction, including in connection with disclosure, offering or other transaction related documents; actions taken in connection with the issuance, purchase, holding or disposition of any type of securities of Company, including, without limitation, the grant of options, warrants or other rights to purchase any of the same.

14

6. Actions in connection with investments the Company makes, whether before and/or after the investment is made, entering into the transaction, the execution, development and monitoring thereof, including actions taken by you in the name of the Company;

7. Actions in connection with the sale, purchase and holding of negotiable securities or other investments by, for or in the name of the Company.

8. Liabilities arising in connection with any products or services developed, distributed, sold, provided, licensed or marketed by the Company, and any actions in connection with the distribution, sale, license or use of such products or services.

9. The offering of securities by the Company (whether on behalf of itself or on behalf of any holder of securities and any other person) to public/private investors or the offer by the Company to purchase securities from the public and/or from private investors or other holders pursuant to a prospectus, agreements, notices, reports, tenders and/or other proceedings.

10. Reorganization, dissolution, or any decision concerning any of the foregoing.

11. Any claim or demand made in connection with any transaction not in the ordinary course of business of the Company, including the sale, lease or purchase of any assets or business.

12. Any claim or demand made by any third party suffering any personal injury and/or bodily injury or damage to business or personal property or any other type of damage through any act or omission attributed to the Company, or its employees, agents or other persons acting or allegedly acting on its behalf.

13. Any claim or demand made directly or indirectly in connection with complete or partial failure, by the Company or its directors, officers and employees, to pay, report, keep applicable records or otherwise, of any foreign, federal, state, county, local, municipal or city taxes or other compulsory payments of any nature whatsoever, including, without limitation, income, sales, use, transfer, excise, value added, registration, severance, stamp, occupation, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll or employee withholding or other withholding, including any interest, penalty or addition thereto, whether disputed or not.

14. Any administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental entity or other person alleging the failure to comply with any statute, law, ordinance, rule, regulation, order or decree of any governmental entity applicable to the Company or any of its businesses, assets or operations, or the terms and conditions of any operating certificate or licensing agreement.

15. Participation and/or non-participation at the Company’s Board meetings, bona fide expression of opinion and/or voting and/or abstention from voting at the Company’s Board meetings, including, in each case, any committee thereof.

16. Review and approval of the Company’s financial statements, including any action, consent or approval related to or arising from the foregoing, including, without limitations, execution of certificates for the benefit of third parties related to the financial statements.

17. Violation of laws, rules or regulations requiring the Company to obtain regulatory and governmental licenses, permits and authorizations (including without limitation relating to export, import, encryption, antitrust or competition authorities) or laws related to any governmental grants in any jurisdiction.

15

18. Resolutions and/or actions relating to investments in the Company and/or its subsidiaries and/or affiliated companies and/or investment in corporate or other entities and/or investments in other traded or non-traded securities and/or any other form of investment.

19. Liabilities arising out of advertising, including misrepresentations regarding the Company's products or services and unlawful distribution of emails.

20. An announcement or statement, including a position taken or an opinion or representation made in good faith by the Office Holder in the course of his duties or in conjunction with his duties, whether in public or in private.

21. Management of the Company’s bank accounts, including money management, foreign currency deposits, securities, loans and credit facilities, credit cards, bank guarantees, letters of credit, consultation agreements concerning investments including with portfolio managers, hedging transactions, options, futures, and the like.

22. Any action or decision in relation to protection of work safety and/or working conditions, including with respect to provisions of the law, procedures or standards as applicable in or outside of Israel with relating to protection of work safety, pertaining, inter alia, to contamination, health protection, production processes, distribution, use, treatment, storage and transportation of certain materials, including in connection with corporal damage, property and environmental damages.

23. All actions, consents and approvals relating to a distribution of dividends, in cash or otherwise, or to any other “distribution” as such term is defined under the Companies Law and/or repurchase of shares or returns of capital of the Company.

24. Any claim or demand, not covered by any of the categories of events described above, which, pursuant to any applicable law, a person serving in a capacity of an Office Holder of the Company may be held liable to any government or agency thereof, or any person or entity, in connection with actions taken by such person serving in such Office Holder.

* Any reference in this Exhibit A to the Company shall include the Company, all of its subsidiaries and companies held by it and any entity in which the Indemnitee serves in a Corporate Capacity.

EX-10.9

Exhibit 10.9

COMPENSATION POLICY

SATIXFY COMMUNICATIONS LTD.

Compensation Policy for Executive Officers and Directors

(As Adopted by the Shareholders on [______] [__], 2022)

A. Overview and Objectives

1. Introduction

This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of SatixFy Communications Ltd. (“SatixFy” or the “Company”), in accordance with the requirements of the Israeli Companies Law, 5759-1999 (the “Companies Law”).

Compensation is a key component of SatixFy’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance SatixFy’s value and otherwise assist SatixFy to reach its business and financial long-term goals. Accordingly, the structure of this Policy is established to tie the compensation of each officer to SatixFy’s goals and performance.

For purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, those SatixFy’s directors who do not also serve as managers in the Company.

This policy is subject to applicable law and is not intended, and should not be interpreted, to limit or derogate from provisions of applicable law to the extent not permitted.

This Policy shall apply to compensation agreements and arrangements which will be approved after the date on which this Policy is adopted and shall serve as SatixFy’s Compensation Policy for five (5) years, commencing as of its adoption, unless amended earlier.

The Compensation Committee and the Board of Directors of SatixFy (the “Compensation Committee” and the “Board”, respectively) shall review and reassess the adequacy of this Policy from time to time, as required by the Companies Law.

2. Objectives

SatixFy’s objectives and goals in setting this Policy are to attract, motivate and retain highly experienced leaders who will contribute to SatixFy’s success and enhance shareholder value, while demonstrating professionalism in a highly achievement-oriented culture that is based on merit and rewards excellent performance in the long term, and embedding SatixFy’s core values as part of motivated behavior. To that end, this Policy is designed, among others:

2.1. To closely align the interests of the Executive Officers with those of SatixFy’s shareholders in order to enhance shareholder value;

2.2. To align a significant portion of the Executive Officers’ compensation with SatixFy’s short and long-term goals and performance;

2.3. To provide the Executive Officers with a structured compensation package, including competitive salaries, performance-motivating cash and equity incentive programs and benefits, and to be able to present to each Executive Officer an opportunity to advance in a growing organization;

2.4. To strengthen the retention and the motivation of Executive Officers in the long term;

2.5. To provide appropriate awards in order to incentivize superior individual excellency and corporate performance; and

2.6. To maintain consistency in the way Executive Officers are compensated.

3. Compensation Instruments

Compensation instruments under this Policy may include the following:

3.1. Base salary, including any fixed amount paid by the Company to its Officers in return for work performed;

3.2. Benefits;

3.3. Cash bonuses;

3.4. Equity based compensation;

3.5. Change of control terms; and

3.6. Retirement and termination terms.

4. Overall Compensation - Ratio Between Fixed and Variable Compensation

4.1. This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately incentivize Executive Officers to meet SatixFy’s short and long-term goals while taking into consideration the Company’s need to manage a variety of business risks.

4.2. The total annual bonus and equity-based compensation of each Executive Officer in any calendar year shall not exceed 90% of the total compensation package paid to such Executive Officer in that year.

5. Inter-Company Compensation Ratio

5.1. In the process of drafting and updating this Policy, SatixFy’s Board and Compensation Committee have examined the ratio between employer cost associated with the engagement of the Executive Officers, including directors, and the average and median employer cost associated with the engagement of SatixFy’s other employees (including contractor employees as defined in the Companies Law) (the “Ratio”).

5.2. The possible ramifications of the Ratio on the daily working environment in SatixFy were examined and will continue to be examined by SatixFy from time to time in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in SatixFy.

B. Base Salary and Benefits

6. Base Salary

6.1. A base salary provides stable compensation to Executive Officers and allows SatixFy to attract and retain competent executive talent and maintain a stable management team. The base salary varies among Executive Officers, and is individually determined according to the educational background, prior professional experience, qualifications, company’s role, business responsibilities and the past performance of each Executive Officer.

6.2. Since a competitive base salary is essential to SatixFy’s ability to attract and retain highly skilled professionals, SatixFy will seek to establish a base salary that is competitive with base salaries paid to Executive Officers in a peer group of other companies operating in the telecommunications sectors which are similar in their characteristics to SatixFy’s, as much as possible, while considering, among others, such companies’ size and characteristics including their revenues, profitability rate, growth rates, market capitalization, number of employees and operating arena (in Israel or globally), the list of which shall be reviewed and approved by the Compensation Committee at least every two years. To that end, SatixFy shall utilize as a reference, comparative market data and practices, which will include a compensation survey that compares and analyses the level of the overall compensation package offered to an Executive Officer of SatixFy with compensation packages in similar positions to that of the relevant officer) in such companies. Such compensation survey may be conducted internally or through an external independent consultant.

6.3. The Compensation Committee and the Board may periodically consider and approve base salary adjustments for Executive Officers. The main considerations for salary adjustment are similar to those used in initially determining the base salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements, budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing compensation arrangements of the Executive Officer whose base salary is being considered for adjustment.

7. Benefits

7.1. The following benefits may be granted to the Executive Officers in order, among other things, to comply with legal requirements:

7.1.1. Vacation days in accordance with market practice;

7.1.2. Sick days in accordance with market practice;

7.1.3. Convalescence pay according to applicable law;

7.1.4. Monthly remuneration for a study fund, as allowed by applicable law and with reference to SatixFy’s practice and the practice in peer group companies;

7.1.5. Contribution on behalf of the Executive Officer to an insurance policy or a pension fund, as allowed by applicable law and with reference to SatixFy’s policies and procedures and the practice in peer group companies (including contributions on bonus payments); and

7.1.6. Contribution on behalf of the Executive Officer towards work disability insurance, as allowed by applicable law and with reference to SatixFy’s policies and procedures and to the practice in peer group companies.

7.2. Non-Israeli Executive Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they are employed. Such customary benefits shall be determined based on the methods described in Section 6.2 of this Policy (with the necessary changes and adjustments).

7.3. In events of relocation or repatriation of an Executive Officer to another geography, such Executive Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed or additional payments to reflect adjustments in cost of living. Such benefits shall include reimbursement for out-of-pocket one-time payments and other ongoing expenses, such as housing allowance, car allowance, and home leave visit, etc.

7.4. SatixFy may offer additional benefits to its Executive Officers, which will be comparable to customary market practices, such as, but not limited to: cellular and land line phone benefits, company car and travel benefits, reimbursement of business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits (such as newspaper subscriptions, academic and professional studies), etc., provided, however, that such additional benefits shall be determined in accordance with SatixFy’s policies and procedures.

C. Cash Bonuses

8. Annual Cash Bonuses - The Objective

8.1. Compensation in the form of an annual cash bonus is an important element in aligning the Executive Officers’ compensation with SatixFy’s objectives and business goals. Therefore, a pay-for-performance element, as payout eligibility and levels are determined based on actual financial and operational results, as well as individual performance.

8.2. An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical objectives and individual targets determined by the Compensation Committee (and, if required by law, by the Board) at the beginning of each calendar year, or upon engagement, in case of newly hired Executive Officers, taking into account SatixFy’s short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating any annual cash bonus payout, with respect to each calendar year, for each Executive Officer. In special circumstances, as determined by the Compensation Committee and the Board (e.g., regulatory changes, significant changes in SatixFy’s business environment, a significant organizational change, a significant merger and acquisition events etc.), the Compensation Committee and the Board may modify the objectives and/or their relative weights during the calendar year.

8.3. In the event the service of an Executive Officer is terminated prior to the end of a fiscal year, SatixFy may (but shall not be obligated to) pay such Executive Officer a full annual cash bonus or a prorated one.

8.4. The actual annual cash bonus to be awarded to Executive Officers shall be approved by the Compensation Committee and the Board.

9. Annual Cash Bonuses - The Formula

Executive Officers other than the CEO

9.1. The annual cash bonus of SatixFy’s Executive Officers, other than the chief executive officer (the “CEO”), will be based on performance objectives and a discretionary evaluation of the Executive Officer’s overall performance by the CEO and subject to minimum thresholds. The performance objectives will be approved by SatixFy’s Compensation Committee and Board of Directors on the basis of, but not limited to, company, division and individual objectives. The performance measurable objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on overall company performance measures, which are based on actual financial and operational results, such as revenues, operating income and cash flow and may further include, divisional or personal objectives which may include operational objectives, such as market share, initiation of new markets and operational efficiency, customer focused objectives, project milestones objectives and investment in human capital objectives, such as employee satisfaction, employee retention and employee training and leadership programs. The Company may also grant annual cash bonuses to its Executive Officers on a discretionary basis.

9.2. The target annual cash bonus that an Executive Officer, other than the CEO, will be entitled to receive for any given calendar year, will not exceed 100 % of such Executive Officer’s annual base salary.

9.3. The maximum annual cash bonus including for overachievement performance that an Executive Officer, other than the CEO, will be entitled to receive for any given calendar year, will not exceed 150% in of such Executive Officer’s annual base salary.

CEO

9.4. The annual cash bonus of SatixFy’s CEO will be mainly based on performance measurable objectives and subject to minimum thresholds as provided in Section 8.2 above. Such performance measurable objectives will be determined annually by SatixFy’s Compensation Committee (and, if required by law, by SatixFy’s Board) on the basis of, but not limited to, company and personal objectives. These performance measurable objectives, which include the objectives and the weight to be assigned to each achievement in the overall evaluation, will be based on overall company performance measures, which are based on actual financial and operational results, such as revenues, sales, operating income, cash flow or Company’s annual operating plan and long-term plan. In addition, SatixFy may grant the CEO a bonus of up to three (3) monthly base salaries or up to 25% of the total Variable Compensation, at the sole discretion of SatixFy’s Compensation Committee and Board, based on the CEO’s contribution to SatixFy.

9.5. The minority portion of the annual cash bonus granted to SatixFy’s CEO, and in any event not more than 30% of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria.

9.6. The target annual cash bonus that the CEO will be entitled to receive for any given calendar year, will not exceed 150% of his or her annual base salary.

9.7. The maximum annual cash bonus including for overachievement performance that the CEO will be entitled to receive for any given calendar year, will not exceed 200% of his or her annual base salary.

10. Other Bonuses

10.1. Special Bonus. SatixFy may grant its Executive Officers a special bonus as an award for special achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan under exceptional circumstances or special recognition in case of retirement) or as a retention award at the CEO’s discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Special Bonus”). The Special Bonus will not exceed 200%] of the Executive Officer’s annual base salary. A Special Bonus can be paid, in whole or in part, in equity in lieu of cash and the value of any such equity component of a Special Bonus shall be determined in accordance with Section 13.3 below

10.2. Signing Bonus. SatixFy may grant a newly recruited Executive Officer a signing bonus at the CEO’s discretion (and in the CEO’s case, at the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Signing Bonus”). The Signing Bonus will not exceed 150% of the Executive Officer’s annual base salary.

10.3. Relocation/ Repatriation Bonus. SatixFy may grant its Executive Officers a special bonus in the event of relocation or repatriation of an Executive Officer to another geography (the “Relocation Bonus”). The Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 100% of the Executive Officer’s annual base salary.

10.4. Discretion Regarding Reducing a Bonus. The Compensation Committee and the Board of Directors of SatixFy shall be entitled, in exceptional cases, at their discretion, to reduce or cancel a bonus to an Executive Officer.

11. Compensation Recovery (“Clawback”)

11.1. In the event of an accounting restatement, SatixFy shall be entitled to recover from its Executive Officers (whether or not employed by the Company at such time) the bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded what would have been paid under the financial statements, as restated, provided that a claim is made by SatixFy prior to the second anniversary of fiscal year end of the restated financial statements.

11.2. Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:

11.2.1. The financial restatement is required due to changes in the applicable financial reporting standards; or

11.2.2. The Compensation Committee has determined that Clawback proceedings in the specific case would be impossible, impractical or not commercially or legally efficient.

11.3. Nothing in this Section 11 derogates from any other “Clawback” or similar provisions regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws.

D. Equity Based Compensation

12. The Objective

12.1. The equity-based compensation for SatixFy’s Executive Officers is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the Executive Officers’ interests with the long-term interests of SatixFy and its shareholders, and to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.

12.2. The equity-based compensation offered by SatixFy is intended to be in a form of share options and/or other equity-based awards, such as RSUs, in accordance with the Company’s equity incentive plan in place as may be updated from time to time.

12.3. 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. Unless determined otherwise in a specific award agreement approved by the Compensation Committee and the Board, grants to Executive Officers other than non-employee directors shall vest gradually over a period of between two (2) to four (5) years or based on performance. The exercise price of options shall be determined in accordance with SatixFy’s policies, the main terms of which shall be disclosed in the annual report of SatixFy.

12.4. All other terms of the equity awards shall be determined in accordance with SatixFy’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, extend the period of time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any Executive Officer’s awards, including, without limitation, in connection with a corporate transaction involving a change of control, subject to any additional approval as may be required by the Companies Law. Awards may also be exercised by a method of net exercise.

13. General Guidelines for the Grant of Awards

13.1. The 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 and such other criteria as determined by the Compensation Committee and the Board (and in the case of the CEO - also the Company’s general meeting of shareholders).

13.2. In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee and Board shall consider the factors specified in Section 13.1 above, and in any event the total fair market value of an annual equity-based compensation shall not exceed with respect to the CEO 400% of his or her annual base salary and (ii) with respect to each of the other Executive Officers—the higher of 300% of his or her annual base salary.

13.3. The fair market value of the equity-based compensation for the Executive Officers (including, for the sake of clarity, Board members) will be determined according to acceptable valuation practices at the time of approval of the grant by the Board by dividing the fair market value by the number of vesting years.

13.4. The Board considered the possibility of determining a ceiling for the exercise value of the equity-based compensation and decided, taking into account the purpose of the equity-based compensation, not to set such a ceiling in this Policy.

E. Retirement and Termination of Service Arrangements

14. Advanced Notice Period

SatixFy may provide an Executive Officer according to his/her seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of retirement prior notice of termination of up to twelve (12) months in the case of the CEO and up to six (6) months in the case of other Executive Officers, during which period the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation. SatixFy shall be entitled to waive the employment or service of an Executive Officer during the course of the prior notice period, in whole or in part, provided that it continues to make all of the payments and provide all benefits s/he is due under his/her employment agreement and applicable law. Alternatively, SatixFy shall be entitled to terminate the Executive Officer’s service without prior notice provided that the Company pays the Executive Officer, on the date of the termination of his employment, payments that shall not be less than the payments he is owed in lieu of the prior notice period (and, without limitation salary, vacation days and all payments and benefits he is due under this employment agreement and applicable law).

15. Adjustment Period

SatixFy may provide (but is not obligated to, unless otherwise required by applicable law) an additional adjustment period of up to six (6) months to an Executive Officer, according to his/her seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of retirement, during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation.

16. Additional Retirement and Termination Benefits

SatixFy may provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory severance pay under Israeli labor laws), or which will be comparable to customary market practices.

17. Non-Compete Grant

Upon termination of service and subject to applicable law, SatixFy may grant to its Executive Officers a non-compete grant as an incentive to refrain from competing with SatixFy for a defined period of time. The terms and conditions of the non-compete grant shall be decided by the Board and shall not exceed such Executive Officer’s monthly base salary multiplied by twelve (12).

18. Limitation Retirement and Termination of Service Arrangements

The total non-statutory payments under Section 14-17 above shall not exceed the Executive Officer’s monthly base salary multiplied by twenty four (24). The limitation under this Section 18 does not apply to benefits and payments provided under other chapters of this Policy.

F. Exculpation, Indemnification and Insurance

19. Exculpation

SatixFy may exempt its directors and Executive Officers in advance for all or any of his/her liability for damage in consequence of a breach of the duty of care vis-à-vis SatixFy, to the fullest extent permitted by applicable law.

20. Insurance and Indemnification¹

20.1. SatixFy may indemnify its directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement between such individuals and SatixFy, all subject to applicable law and the Company’s articles of association.

SatixFy will provide directors’ and officers’ liability insurance (the “Insurance Policy”) for its directors and Executive Officers as follows:

20.1.1. The limit of liability of the insurer shall not exceed the greater of $100 million or 50% of the Company’s shareholders equity based on the most recent financial statements of SatixFy at the time of approval by the Compensation Committee; and

The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering SatixFy’s exposures, the scope of coverage and the market conditions and that the Insurance Policy reflects the current market conditions, and it shall not materially affect the Company’s profitability, assets or liabilities.

20.2. Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board), SatixFy shall be entitled to enter into a “run off” Insurance Policy of up to seven (7) years, with the same insurer or any other insurance, as follows:

20.2.1. The limit of liability of the insurer shall not exceed the greater of $100 million or 50% of the Company’s shareholders equity based on the most recent financial statements of SatixFy at the time of approval by the Compensation Committee;

The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering the Company’s exposures covered under such policy, the scope of cover and the market conditions, and that the Insurance Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.

20.3. SatixFy may extend the Insurance Policy in place to include cover for liability pursuant to a future public offering of securities as follows:

20.3.1. The Insurance Policy, as well as the additional premium shall be approved by the Compensation Committee (and if required by law, by the Board) which shall determine that the sums are reasonable considering the exposures pursuant to such public offering of securities, the scope of cover and the market conditions and that the Insurance Policy reflects the current market conditions, and it does not materially affect the Company’s profitability, assets or liabilities.

G. Arrangements Upon Change of Control

21. The following benefits may be granted to the Executive Officers in addition to the benefits applicable in the case of any retirement or termination of service upon, or in connection with, a “Change of Control” as shall be defined in the respective incentive plan or employment or service agreement:

21.1. Vesting acceleration of outstanding options or other equity-based awards;

21.2. Extension of the exercising period of equity-based compensation for SatixFy’s Executive Officer for a period of up to one (1) year in case of an Executive Officer other than the CEO and two (2) years in case of the CEO, following the date of service termination; and

21.3. Up to an additional six (6) months of continued base salary and benefits following the date of service termination (the “Additional Adjustment Period”). For avoidance of doubt, such additional Adjustment Period shall be in addition to the advance notice and adjustment periods pursuant to Sections 14 and 15 of this Policy, but subject to the limitation set forth in Section 18 of this Policy.

21.4. A cash bonus not to exceed 150% of the Executive Officer’s annual base salary. in case of an Executive Officer other than the CEO and 200% in case of the CEO.

H. Board of Directors Compensation

22. The following benefits may be granted to SatixFy’s Board members:

22.1. All of SatixFy’s Board members, excluding the chairman of the Board, may be entitled to an annual cash fee retainer of up to US$ 75,000, committee membership annual cash fee retainer of up to US$ 20,000 and committee chairperson annual cash fee retainer of up to US$ 35,000 (it is being clarified that the payment for the chairpersons would be in lieu of (and not in addition) to the payments referenced above for committee membership). The chairperson of SatixFy’s Board may be entitled to an annual cash fee retainer of up to US$ 1,500,000.

Board members may also receive cash payments of up to US$ 2,500 for attendance at each meeting of the board of directors and at each of its committees whether in person or by teleconference or other electronic means and cash payments of up to US$ 1,500 for each written consent of the board of directors and of each of its committees.

22.2. The compensation of the Company’s external directors, if elected, shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time.

22.3. Notwithstanding the provisions of Sections 22.1 above, in special circumstances, such as in the case of a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation may be different than the compensation of all other directors and may be greater than the maximal amount allowed under Section 22.1.

22.4. Each member of SatixFy’s Board (excluding the chairman of the Board) may be granted an initial equity-based award in a market value of up to US$ 300,000 and annual grants in a market value of up to US$ 200,000 each. The equity-based awards shall vest annually over a period of between one (1) to four (4) years.

22.5. The chairperson of SatixFy’s Board may be granted an initial equity-based award in a market value of up to US$ 400,000 and annual grants in a market value of up to US$ 250,000 each. The equity-based awards shall vest annually over a period of between one (1) to four (4) years.

The chairperson of SatixFy’s Board may also be granted annual and other bonuses in accordance with Sections 9 and 10 of this Policy as if s/he were an Executive Officer other than the CEO, provided that references to “Base Salary” in those sections shall be deemed to refer to the annual cash fee retainer of the chairperson.

22.6. In addition, members of SatixFy’s Board may be entitled to reimbursement of expenses in connection with the performance of their duties.

22.7. The compensation (and limitations) stated under Section H will not apply to directors who serve as Executive Officers of the Company or provide other services to the Company. ²

I. Miscellaneous

23. Nothing in this Policy shall be deemed to grant any of SatixFy’s Executive Officers or employees or any third party any right or privilege in connection with their employment by the Company. Such rights and privileges shall be governed by the respective personal employment agreements. The Board may determine that none or only part of the payments, benefits and perquisites detailed in this Policy shall be granted and is authorized to cancel or suspend a compensation package or part of it.

24. An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved by the CEO, provided that the amended terms of employment are in accordance with this Policy. An “Immaterial Change in the Terms of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to SatixFy not exceeding an amount equal to three (3) monthly base salaries of such employee.

25. In the event that new regulations or law amendment in connection with Executive Officers’ and directors’ compensation will be enacted following the adoption of this Policy, SatixFy may follow such new regulations or law amendments, even if such new regulations are in contradiction to the compensation terms set forth herein.

*********************

This Policy is designed solely for the benefit of SatixFy and none of the provisions thereof are intended to provide any rights or remedies to any person other than SatixFy.

EX-10.12

Exhibit 10.12

SATIXFY COMMUNICATIONS LTD.

2020 SHARE AWARD PLAN (AS AMENDED AND RESTATED)

1. Purposes of the Plan.

The purpose of this 2020 Share Award Plan (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time (the “Plan”), is to advance the interests of SatixFy Communications Ltd. (the “Company”) and its shareholders by attracting and retaining the best available personnel for positions of substantial responsibility, providing additional incentive to employees, officers, directors, advisors and consultants and promoting a close identity of interests between those individuals and the Company and/or its Affiliates.

2. Definitions.

As used herein, the following definitions shall apply:

2.1. “Administrator” means the Board or any of its Committees as shall be administrating the Plan, in accordance with Section ‎3 hereof.

2.2. “Affiliate” means any entity controlling, controlled by or under common control with the Company. For the purpose of this definition of Affiliate, control shall mean the ability, to direct the activities of the relevant entity and/or shall include the holding of more than 50% of the capital or the voting of such entity and any “employing company” within the meaning of Section 102(a) of the Ordinance.

2.3. “Applicable Law” means including but not limited to the requirements under Israeli tax laws, Israeli social security laws, Israel security laws, Israel companies laws, any stock exchange or quotation system on which the shares are listed or quoted and the applicable law of any country or jurisdiction where Awards are granted under the Plan.

2.4. “Award” means a grant of Option and/or Share under the Plan or any Sub Plan, 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 as the Administrator may determine.

2.5. “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

2.6. “Board” means the Board of Directors of the Company.

2.7. “Committee” means a compensation committee, if any, of the Board, designated from time to time by the resolution of the Board, which shall consist of members of the Board.

2.8. “Consultant” means any person or entity who is engaged by the Company or any Affiliate to render consulting or advisory services to such entity.

2.9. “Controlling Shareholder” for purposes of Section 102 shall have the meaning ascribed to it in Section 32(9) of the Ordinance.

2.10. “Director” means a member of the Board.

2.11. “Employee” means any person who is employed by the Company or its Affiliates, including an individual who is serving as a director or “Nosei Misra”, as such term is defined in the Israeli Companies Law, 5759-1999 (the “Companies Law”), but excluding Controlling Shareholder as defined in section 32(9) of the Ordinance.

2.12. “Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, their Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable or (ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, their Fair Market Value shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of determination, or; (iii) in the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Administrator; Without derogating from the above and solely for the purpose of determining the tax liability pursuant to Section 102(b)(3), if at the date of grant the Company’s Shares are listed on any established stock exchange or a national market system or if the Company’s Shares will be registered for trading within ninety (90) days following the date of grant under Section 102 Capital Gain Track, the fair market value of the Share at the date of grant shall be determined in accordance with the average value of the Company’s Shares on the thirty (30) trading days preceding the date of grant or on the thirty (30) trading days following the date of registration for trading, as the case may be.

2

2.13. “ITA” means the Israeli Tax Authority

2.14. “Option” means an option to purchase Share pursuant to the Plan or any Sub Plan.

2.15. “Ordinance” means the Israeli Income Tax Ordinance [New Version], 5721-1961 and any regulation, rules, orders or other procedures promulgated thereunder as now in effect or as hereafter amended.

2.16. “Participant” means the holder of an Award granted under the Plan or any Sub Plan.

2.17. “Section 102” means Section 102 of the Ordinance.

2.18. “Section 3(i)” means Section 3(i) of the Ordinance.

2.19. “Section 102 Capital Gain Track” means grant of Award with a Trustee under the capital gain track as defined in Section 102(b)(2) of the Ordinance.

2.20. “Section 102 Employment Income Track” means grant of Award with a Trustee under the employment income track as defined in Section 102(b)(1) of the Ordinance.

2.21. “Section 102 Non-Trustee Track” means grant of Award without a trustee as defined in Section 102(c) of the Ordinance.

2.22. “Share” means ordinary share par value NIS 0.0001 of the Company.

2.23. “Sub Plan” means any sub plan adopted by the Board.

3. Administration of the Plan.

3.1. Procedure.

3.1.1. The Plan shall be administered by the Board or a Committee appointed by the Board.

3.1.2. In administering the Plan, the Board and/or the Committee (subject to the provisions under the Companies Law) shall comply with all Applicable Laws.

3.2. Powers of the Administrator. Subject to the provisions of the Plan, Applicable Law and the approval of any relevant authorities, the Administrator shall have the authority, in its discretion:

3.2.1. to grant Award under the Plan;

3.2.2. to construe and interpret the terms of the Plan and any Award granted pursuant to the Plan;

3.2.3. to determine the number of Shares to be covered by each such Award granted hereunder;

3.2.4. to determine the exercise price of the Shares covered by each Option;

3.2.5. to determine the Participant to whom, and the time or times at which Award shall be granted;

3.2.6. to prescribe forms of agreement for use under the Plan;

3.2.7. to determine the terms and conditions of any Award granted hereunder;

3

3.2.8. to determine the Fair Market Value of the Shares;

3.2.9. to prescribe, amend and rescind rules and regulations relating to the Plan;

3.2.10. subject to Applicable Law, to make an Election (as defined below);

3.2.11. to appoint a Trustee (as defined below);

3.2.12. to amend the Plan and/or the terms and conditions under which Award has been granted under the Plan;

3.2.13. to accelerate the vesting periods of Award Agreement;

3.2.14. to take all other actions and make all other determinations necessary for the administration of the Plan.

3.3. Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Participants. No member of the Administrator shall be liable for any action or determination with respect to the Plan or any Award granted thereunder.

3.4. Grants to Administrator Members. A member of the Administrator shall be eligible to receive Award under the Plan while serving on the Administrator, in accordance with the provisions of any Applicable Law.

3.5. Certain Award Grants. All grants of Award to Participants pursuant to this Plan shall be authorized and implemented in accordance with the provisions of the Companies Law and the Ordinance.

4. Eligibility.

4.1. Subject to the provisions of the Plan, the Administrator may at any time, and from time to time, grant Award to Participants under the Plan.

4.2. Award granted under this Plan to Employees shall be granted pursuant to the provisions of Section 102 Capital Gain Track, Section 102 Employment Income Track and/or Section 102 Non-Trustee Track (together: “Section 102 Tracks”). All Section 102 Tracks shall be subject to the provisions of Section 102 and the Ordinance and any pre-ruling related thereto including the Income Tax Rules (Tax Benefits in Share Issuance to Employees), 5763-2003 (the “Rules”). The Board shall make an election with respect to either Section 102 Capital Gain Track or Section 102 Employment Income Track in accordance with the provisions of Section 102(g) of the Ordinance (the: “Election”).

4.3. For avoidance of doubt, the grant of Award under Section 102 Capital Gain Track and Section 102 Employment Income Track, is subject to approval and filing the Company’s Election with the ITA at least thirty (30) days prior to the date of first grant of Awards, all in accordance with Section 102 and the regulations promulgated thereunder.

4.4. Award under Section 102 Capital Gain Track and Section 102 Employment Income Track shall be held in trust pursuant to Section ‎5 of the Plan.

4.5. Award granted under this Plan to Consultant and/or to Controlling Shareholders shall be granted pursuant to the provisions of Section 3(i). Administrator may determine, in its sole discretion, that any such Awards shall be held in trust pursuant to the provisions of the Plan.

4.6. Award pursuant to Section 102 of the Ordinance shall be granted only to Employees of the Company who are not Controlling Shareholders of the Company.

4.7. For the avoidance of any doubt, the designation of Section 102 Capital Gain Track, Section 102 Employment Income Track and Section 102 Non-Trustee Track shall be subject to the terms and conditions of Section 102.

4.8. The receipt of an Award under the Plan shall not confer upon any Participant any right with respect to continuing the Participant’s relationship with the Company or an Affiliate as an Employee, Consultant or service provider nor shall it interfere in any way with his or her right or the Company’s right, or the right of the Company’s Affiliate, to terminate such relationship at any time, with or without Cause (as defined below), as defined herein.

4

4.9. Section 102 Non-Trustee Track. With respect to the grant of Section 102 Non Trustee Track, the Participant will be obligated to provide the Company with any form of collateral or guarantee, which shall satisfy the demands of the Committee in its sole discretion, in order to secure payment by the Participant of any applicable income tax and/or social charges due in the event that the Participant is no longer employed by the Company when the Shares are sold and the related taxes become due and payable. The Award pursuant to Section 102 Non-Trustee Track to Participant shall be granted in accordance with the provisions of Section 102(c) of the Ordinance.

5. Appointment of a Trustee.

5.1. In case of Election of either Section 102 Capital Gain Track or Section 102 Employment Income Track, the Board shall elect and appoint a Trustee (the “Trustee”). Upon such an appointment, a trust agreement, which complies with the relevant and Applicable Law, will be signed between the Trustee and the Company.

5.2. In case of Election of either Section 102 Capital Gain Track or Section 102 Employment Income Track, all Awards granted (and Shares issued upon exercising of Options) shall be held by the Trustee and registered in the Trustee’s name for the benefit of Employee. Awards or any Shares allocated or issued upon exercise of Options and/or other shares and/or rights received subsequently following any realization of rights, including without limitation bonus shares and dividends, shall be registered and held by the Trustee for the benefit of the Employee at least until the end of the restricted period as defined in Section 102 (the “Restricted Period”).

5.3. In the event the requirements under Section 102 Capital Gain Track or Section 102 Employment Income Track are not met, then such Award shall be treated in accordance with the provisions of Section 102 and will result in adverse tax consequences pursuant to Section 102.

5.4. Notwithstanding anything to the contrary, the Trustee shall not release any Award (Shares and/or Options or Shares allocated or issued upon exercise of Options including any dividends and/or bonus shares), granted under Section 102 Capital Gain Track and Section 102 Employment Income Track prior to the full payment of the Participant’s tax liabilities arising from such Awards.

5.5. As long as the applicable tax has not been paid, neither the Option nor the Shares subject to the Award, as the case may be, may be sold, transferred, assigned, pledged or attorney for mortgaged (other than through a transfer by will or by operation of law), nor may be subject of an attachment, power of attorney or transfer deed (other than a power of the purpose of participation in shareholders meetings or voting such Shares) unless Section 102 and/or the regulations, rules, orders or procedures promulgated thereunder allow otherwise.

5.6. With respect to any Award granted under Section 102 Capital Gain Track and Section 102 Employment Income Track, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, a Participant shall not be entitled to sell and/or release from trust any Shares or Options and/or Share received upon the exercise of an Option and/or any other asset received, including without limitation any dividends and/or bonus shares, until the lapse of the Restricted Period and/or in accordance with tax ruling obtained.

5.7. The Trustee shall be exempt from any liability in respect of any action or decision duly taken in its capacity as a Trustee, provided, however, that the Trustee acted at all times in good faith.

6. Shares Subject to the Plan.

6.1. Subject to the provisions of Section ‎12 below, the maximum aggregate number of Shares shall be determined by the Board from time to time. Shares distributed pursuant to the Plan may consist of authorized but unissued Shares. Until termination of the Plan, the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan.

5

6.2. If an Award expires or becomes non-exercisable without having been exercised in full, the non-purchased Shares which were subject thereto shall become available for grant or sale under the Plan.

7. Exercise Price and Method of Payment.

7.1. The exercise price of an Award shall be determined by the Administrator on the date of grant in accordance with Applicable Law and subject to guidelines as shall be suggested by the Board from time to time.

7.2. The consideration for the exercise of Option shall be payable in a form satisfactory to the Administrator, including without limitation, by cash or check. The Administrator shall have the authority to postpone the date of payment on such terms as it may determine. In addition, the Administrator in his full discretion and subject to Applicable Law and/or tax ruling issued by the ITA may adopt a cashless and/or net exercise method in accordance with the ITA ruling (if required) or the ITA’s guidelines.

7.3. The proceeds received by the Company from the issuance of Shares subject to the Options will be added to the general funds of the Company and used for its corporate purposes.

8. Exercise of Option

8.1. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

8.2. An Option shall be deemed exercised when the Company receives: (i) a written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and (ii) full payment of the exercise price for such Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by Applicable Law, the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant, provided that Shares issued upon exercise of any Option which was granted under Section 102 Capital Gain Track or under Section 102 Employment Income Track shall be held, issued and registered in the name of the Trustee for the benefit of the Participant until the end of the Restricted Period.

8.3. If any law or regulation requires the Company to take any action with respect to the Shares specified in such notice of exercise before the issuance thereof, then the date of their issuance shall be extended for the period necessary to take such action.

8.4. Subject to Applicable Law, an Option may not be exercised unless, at the time the Participant gives notice of exercise to the Company, the Participant includes with such notice also payment in cash or by bank check (or payment through sale of shares) of all withholding taxes due, if any, on account of his or her acquired Shares under the Option or gives other assurance satisfactory to the Administrator of the payment of those withholding taxes.

8.5. Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

9. Term of Award.

The term of Award shall expire on such date or dates as the Administrator shall determine at the time of the grant; provided, however, that the term of an Award shall not exceed ten (10) years from the date of grant thereof and subject to Section ‎11 below.

10. Non-Transferability of Award.

Award and the rights and privileges thereof shall not be sold, pledged, assigned, hypothecated, transferred, mortgaged, seizure or given as collateral or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Participant, only by the Participant and subject to the provisions of Section 102 and/or any Applicable Law, and shall not be subject to sale under execution, attachment, levy or similar process.

6

11. Termination.

11.1. In the event of termination of Participant’s employment with the Company or any of its Affiliates, or if applicable, the termination of services given to the Company or any of its Affiliates by the Participant, (i) all Options granted to Participant, which are vested and exercisable at the time of such termination, may, unless earlier terminated in accordance with the Award Agreement, be exercised within three (3) months after the date of such termination (or such different period as the Administrator shall prescribe) but in no event later than the expiration of the term of such Option or Shares as set forth in the Award Agreement. On the date of termination, all unvested Options and/or all unvested Shares shall expire and the Shares covered by the unvested portion of the Option or Shares shall revert to the Plan. If vested Option upon termination is not so exercised within the time specified above, the Option shall expire, and the Shares covered by such Option shall revert to the Plan (ii) with respect to Awards other than Options, all Awards granted to Participant, which are unvested and/or the restrictions have not lapsed, at the time of such termination, shall terminate, expire and revert to the Plan.

11.2. In the event of termination of Participant’s employment with the Company or any of its Affiliates, or if applicable, the termination of services given to the Company or any of its Affiliates by the Participant, by reason of death or total and permanent disability, (i) all Options granted to Participant, which are vested and exercisable at the time of such termination may be exercised by the Participant, the Participant’s legal guardian, the Participant’s estate or a person who acquires the right to exercise the Option upon bequest or inheritance, as the case may be, within twelve (12) months after termination to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option and/or Shares as set forth in the Award Agreement). If, on the date of termination, a portion of the shares covered by the Participant’s Option is not vested in full, the unvested Shares shall revert to the Plan. If vested Shares covered by the Option is not so exercised within the period specified above, the Option and/or Shares shall expire, and the Shares covered by such Option shall revert to the Plan (ii) with respect to Awards other than Options, all Awards granted to Participant, which are unvested and/or the restrictions have not lapsed at the time of such termination, shall terminate, expire and revert to the Plan.

11.3. Notwithstanding Sections 11.1 and ‎11.2 above, in the event of termination of Participant’s employment with the Company or any of its Affiliates, or if applicable, the termination of services given to the Company or any of its Affiliates by the Participant for Cause, all outstanding Awards granted to such Participant (whether vested or not) shall, to the extent not exercised, terminate on the date of such termination, unless otherwise determined by the Administrator, and the Shares covered by such Award shall revert to the Plan.

11.4. For purposes of this Section, termination for “Cause” shall mean any of the following: (i) Participant has committed a dishonorable criminal offense; (ii) Participant is in breach of Participant’s duties of trust or loyalty to Company and/or Affiliate; (iii) Participant deliberately causes harm to Company’s and/or Affiliate’s business affairs, and/or any action by the Participant which has a detrimental effect on the Company and/or its Affiliate’s reputation or business; (iv) Participant breaches the confidentiality and/or non-competition and/or non-solicitation and/or assignment of inventions provisions of any agreement between the Company and/or Affiliate and the Participant and/or the provisions relating to confidentiality of the terms and conditions of any agreement signed between the Company and/or Affiliate and the Participant; (v) the Participant’s failure or inability to perform any reasonable assigned duties after written notice from the Company and/or its Affiliate of, and a reasonable opportunity to cure, such failure or inability; and/or (vi) circumstances that do not entitle Participant to severance payments under any applicable law and/or under any judicial decision of a competent tribunal.

11.5. In the event that the Participant does not comply in full with any of non-compete, non solicitation, confidentiality or any other requirements of any agreement between the Company and/or Affiliate and the Participant (whether before or after termination of Participants employment or engagement, as applicable, by the Company and/or its Affiliate), the Administrator may, in its sole discretion, refuse to allow the exercise of the Options and all outstanding Options, shall be terminated, and the Shares covered by such Option shall revert to the Plan.

7

12. Adjustments upon Changes in Capitalization.

In the event of a shares split, reverse shares split, shares dividend, recapitalization, combination or reclassification of the Shares, rights issuance or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company (but not the conversion of any convertible securities of the Company), the Administrator in its sole discretion may make an appropriate adjustment in the number of Shares related to each outstanding Award, the number of Shares reserved for issuance under the Plan, as well as the exercise price per Share of each outstanding Option, provided, however, that any fractional shares resulting from such adjustment shall be rounded down to the nearest whole share unless otherwise determined by the Administrator. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect an Award granted to a Participant, and no adjustment by reason thereof shall be made with respect to the number or price of Shares subject to an Award.

12.1.

Distribution of Bonus Shares. Notwithstanding anything to the contrary, in the event that the Company distributes bonus shares, the exercise price of Options granted under this Plan that are outstanding as of the record date of such distribution (hereinafter in this Section 12.1, the “Record Date”) shall not be adjusted; however, the number of Shares covered by each Outstanding Option and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or other Award have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or other Award, shall be proportionately adjusted to the increase in the number of issued Shares, such that the number of Shares underlying the relevant Outstanding Option shall increase by the proportionate number of bonus shares (of the same class which was distributed to the other shareholders in the applicable distribution of bonus shares) to which the Option holder would have otherwise been entitled had the exercise of the Outstanding Option taken place immediately prior to the distribution of the bonus shares. Bonus shares distributed pursuant to this Section 7.1 shall be subject to and in accordance with the terms of any applicable ruling issued by the ITA with respect to Section 102 Capital Gain Track grants, to the extent required, all prior Awards as well as future Awards (whether under Section 102 or otherwise) must be adjusted by the same mechanism and the bonus shares shall be subject to any legend or restriction applicable to the holders of bonus shares for which this adjustment was applied.

For purposes of this Section 12.1, the term “Outstanding Options” shall mean Options granted prior to the Record Date, which have not been exercised into Shares prior to or on the Record Date.

12.2.

Rights Issue. Notwithstanding anything to the contrary, in the case of a rights issue made by the Company to its securities holders, the number of Shares covered Options granted under this Appendix as of the record date of such distribution (hereinafter in this Section ‎‎12.2, the “Record Date”) shall be proportionately and equitably adjusted so as to maintain through such an event the proportionate equity portion represented by the rights issue, such that the number of Shares underlying the relevant Outstanding Option shall be proportionately adjusted to the benefit component underlying the rights issuance as represented by the difference between the closing price of the Company's shares on the stock exchange on the last trading day prior to the “ex-rights” day and the base price of the Company's shares on the stock exchange following the “ex-rights” day. This adjustment shall be subject to and in accordance with the terms of any applicable ruling issued by the ITA with respect to 102 Capital Gains Track Grants, to the extent required, and all prior Awards as well as future Awards (whether under Section 102 or otherwise) must be adjusted by the same mechanism.

For purposes of this Section ‎12.2, the term “Outstanding Options” shall mean Options granted prior to the Record Date, which have not been exercised into Shares prior to or on the Record Date.

8

12.3.

Dividends. Notwithstanding anything to the contrary, in the event of a distribution of cash dividend or in kind dividend to the Company’s shareholders (including by way of court approved distribution pursuant to an applicable statute), the exercise price of Options granted under this Appendix that are outstanding as of the record date of such distribution of a dividend in cash or in kind (hereinafter in this Section ‎12.3, the “Record Date”), shall be adjusted, such that the exercise price of the Outstanding Options shall be decreased by the gross dividend amount per Share (or its monetary value in the event of a dividend in kind). This adjustment shall be subject to and in accordance with the terms of any applicable ruling issued by the ITA with respect to 102 Capital Gains Track Grants, to the extent required, and all prior Awards as well as future Awards (whether under Section 102 or otherwise) must be adjusted by the same mechanism. In no event will the exercise price of the Options outstanding as of the Record Date be adjusted to a price lower than the minimum exercise price set forth in applicable law. Except as expressly provided herein, no distribution of a dividend in cash or in kind shall affect, and no adjustment thereof shall be made, with respect to the number of Shares subject to an Option.

For purposes of this Section 12.3, the term “Outstanding Options” shall mean Options granted prior to the Record Date, which have not been exercised into Shares prior to or on the Record Date.

13.

Dissolution or Liquidation.

In the event of dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such transaction. The Administrator in its discretion will determine the period of time of which Option (which is vested and exercisable) may be exercised, which in no event is less than fifteen (15) days prior to such transaction. To the extent the Option has not been previously exercised, the Option will expire immediately prior to the consummation of such proposed action.

14. Merger/Sale.

14.1. 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 the Company for cash, securities or any other asset, (ii) a sale (including an exchange) of all or substantially all of the shares of the Company (iii) a merger, acquisition, consolidation, amalgamation or like transaction of the Company with or into another corporation whereas the Company 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 (all such transactions being herein referred to as a “Merger/Sale”), then, without the Participant’s consent or action:

(i) Any surviving corporation or acquiring corporation or any parent or affiliate thereof, all as determined by the Board in its discretion, may assume or continue any Awards outstanding under the Plan in all or in part or shall substitute to similar awards in all or in part.

(ii) In the event that the Awards are not assumed or substituted (in all or in part), then the Board may (but shall not be obligated to), in lieu of such assumption or substitution of the Award and in its sole discretion: (a) provide the Participant with the right to exercise the vested Award and/or cancel all of the unvested Awards and/or (b) provide for the cancellation of each outstanding Award at the closing of such Merger/Sale, and payment (by cash and/or securities) to the Participant for any vested Award, as determined by the Board, all subject to such terms and conditions as determined by the Board.

(iii) The Board shall have the right (but not the obligation) to accelerate of the vesting of an Award, as to all or part of the Shares covered by the Award which would not otherwise be exercisable or vested, and all under such terms and conditions as the Board shall determine on a case-by-case basis.

9

14.2. Notwithstanding the above, in the event of a Merger/Sale in which all or substantially all of the Shares of the Company are to be sold and/or exchanged for securities of another company, each Participant shall be obliged to sell or exchange, as the case may be, any Shares issued to the Participant under the Plan, in accordance with the instructions issued by the Board, whose determination shall be final.

14.3. Notwithstanding the foregoing, in the event of a Merger/Sale, the Board may determine, in its sole discretion, that upon or prior to completion of such Merger/Sale, the terms of the Plan shall be amended and/or modified and/or the terms of any Award be otherwise amended, modified or terminated, as the Board shall deem to be appropriate, including but not limited to, that the Award shall confer the right to purchase or receive any other security or asset, or any combination thereof, or that its terms be otherwise amended, modified or terminated, as the Board shall deem to be appropriate.

14.4. Neither the authorities and powers of the Board under this section nor the exercise or implementation thereof, shall (i) be restricted or limited in any way by any adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) be deemed to constitute a change or an amendment of the rights of such holder under this Plan, nor shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder under this Plan.

14.5. For avoidance of doubt, it is hereby clarified that any tax consequences arising from the above described, shall be borne solely by the Participant.

14.6. Notwithstanding the above said, the Board may, in its sole discretion, decide other terms regarding the treatment of the outstanding Awards, in case of Merger/Sale.

15. Articles of Association; Shareholders Agreement; Lock-Up.

15.1. Participant acknowledges the terms and provisions of the Article of Association of the Company, as shall be amended from time to time.

15.2. Participant acknowledges and accepts the terms and provisions of any shareholders agreements as applicable to other shareholders holding Shares of the Company, and hereby agrees to be bound by their terms as if he or she was an original party thereof.

15.3. Participant acknowledges that Participant’s rights to sell the Shares may be subject to certain limitations (including a lock-up period), as will be requested by the Company or its underwriters, and the Participant unconditionally agrees and accepts any such limitation.

16. Date of Grant.

Subject to Applicable Law, the date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Participant.

17. Rights as a Shareholder; Voting and Dividends.

17.1. Prior to exercise of an Option and with respect to restricted shares during the period of restrictions, a Participant shall have none of the rights of a shareholder of the Company. Upon exercise of an Option, a Participant shall have no shareholder rights until the Shares are issued, as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company.

17.2. Upon issuance of Shares as a result of exercise of Options, the Shares shall carry equal voting rights on all matters where such vote is permitted by Applicable Law. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other shareholder right for which the record date precedes the date of issuance of the Shares, unless otherwise determined by the Board.

18. Tax Consequences.

18.1. Any tax consequences arising from the grant of any Award and/or vesting of Award and/or exercise of any Option and/or from sale of Shares and/or any disposition of Shares or Award and/or from any other event or act (whether of the Participant or of the Company or its Affiliates or of the Trustee) hereunder, shall be borne solely by the Participant.

10

18.2. The Company and/or the Trustee shall have the right to withhold taxes according to the requirements under Applicable Laws, rules, and regulations, including withholding taxes at source and under Section 102 or Section 3(i).

18.3. Furthermore, a Participant shall indemnify the Company and/or Affiliate and/or the Company’s shareholders and/or directors and/or officers, and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold tax.

18.4. Except as otherwise required by law, the Company shall not be obligated to honor the exercise of any Option by or on behalf of an Participant until all tax consequences (if any) arising from the exercise of such Options and/or sale of Shares and/or Award are resolved in a manner reasonably acceptable to the Company.

18.5. With respect to Awards granted under Section 102 Capital Gain Track and Section 102 Employment Income Track, the Trustee and/or the Company will withhold any tax due to the ITA according to applicable trust agreement, the Plan and any Applicable Law.

18.6. Without derogating the above, the Participant’s Award shall be subject to any tax ruling and/or other arrangements between the Company and tax authorities.

19. No Rights to Employment.

Nothing in the Plan or in any Award granted or agreement entered into force pursuant hereto shall confer upon any Participant the right to continue an employment relationship, or to continue in a consultant, director, officer or service provider relationship with the Company or Affiliate or to be entitled to any remuneration or benefits not set forth in the Plan or such agreement or to interfere with or limit in any way the right of the Company or Affiliate to terminate such Participant’s relationship.

20. Term, Termination and Amendment of the Plan.

20.1. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of ten (10) years from the date of adoption unless sooner terminated.

20.2. The Board may at any time amend, alter, suspend or terminate the Plan or the term and conditions of Award granted under the Plan.

20.3. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

21. Conditions Upon Issuance of Shares.

21.1. Legal Compliance. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option, the method of payment and the issuance and delivery of such Shares shall comply with Applicable Law and shall be further subject to the approval of counsel for the Company with respect to such compliance.

21.2. Investment Representations. As a condition to the exercise of an Option, or the grant of an Award, the Administrator may require the Participant to represent and warrant at the time of such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

21.3. Other Compliance. At the time of issuance, the Participant is not in default under any agreement between the Company and any of its Affiliates and Participant.

22. Inability to Obtain Authority.

The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance of any Shares hereunder, shall release the Company from any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

11

23. Reservation of Shares.

The Company, during the term of this Plan, shall at all time reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

24. Multiple Agreements.

The terms of each Award may differ from other Awards granted under the Plan at the same time. The Administrator may also grant more than one Award to a given Participant during the term of the Plan in addition to one or more Awards previously granted to that Participant.

25. Governing Law.

This Plan shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters pertaining to the Plan.

******

12

SATIXFY COMMUNICATIONS LTD.

U.S. ADDENDUM (AS AMENDED AND RESTATED)

TO THE 2020 SHARE AWARD PLAN (AS AMENDED AND RESTATED)

ADOPTED BY ITS BOARD OF DIRECTORS

ON _____ ___, ____

ADOPTED BY ITS SHAREHOLDERS

ON _____ ___, ____

13

SATIXFY COMMUNICATIONS LTD.

U.S. ADDENDUM (AS AMENDED AND RESTATED)

TO THE 2020 SHARE AWARD PLAN (AS AMENDED AND RESTATED)

(a)   This Addendum (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time (this “US Addendum”), is part of the “2020 Share Award Plan” (as Amended and Restated) including any subsequent amendments and restatements thereto, as may be made from time to time (the “Plan”), adopted by SatixFy Communications Ltd. (the “Company”), and is effective as of _____ ___, ____ (the “Effective Date”).

(b)   This US Addendum governs grants of Options (as such term is defined below) by the Company to Participants who are United States citizens or who are resident aliens of the United States of America for United States federal income tax purposes.

(c)   This US Addendum applies with respect to an award of an Option granted under the Plan. The purpose of this US Addendum is to establish certain rules and limitations applicable to an award of Options that may be granted to Participants from time to time, in compliance with Applicable Law (including securities laws). Except as otherwise provided by this US Addendum, all Options granted pursuant to this US Addendum shall be governed by the terms of the Plan.

(d)   The provisions of this US Addendum shall supersede and govern in the case of any inconsistency between the provisions of this US Addendum and the provisions of the Plan, provided, however, that this US Addendum shall not be construed to grant any rights not consistent with the terms of the Plan, unless specifically provided herein.

(e)   Titles and headings of the sections in this US Addendum are for convenience of reference only, and in the event of any conflict, the text of this US Addendum, rather than such titles or headings, shall prevail.

1.          Definitions. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Plan. The following additional definitions will apply to awards of Options made pursuant to this US Addendum:

“Affiliate” means any entity controlling, controlled by or under common control with the Company. For the purpose of this definition of Affiliate, control shall mean the ability, to direct the activities of the relevant entity and/or shall include the holding of more than 50% of the capital or the voting of such entity. The Board shall have the authority to determine: (i) the time or times at which the ownership requirements set forth above are applied, and (ii) whether “Affiliate” includes entities other than corporations within the foregoing definition.

“Applicable Law” means the laws, statutes or regulation of any govermental authority of the State of Israel and the United States, or any stock exchange or quotation system on which the shares are listed or quoted, as are in effect from time to time.

“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan. Each Award Agreement shall be subject to the terms and conditions of the Plan and this US Addendum.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Director” means a member of the Board.

“Employee” means any person employed by the Company or an Affiliate. However, the provision of services solely as a Director, or payment of a fee for such service, shall not cause the Director to be considered an “Employee” for purposes of this US Addendum.

“Exercise Price” means the price per share at which a Participant holding an award of Options may purchase Shares issuable with respect to such award of Options, which price shall be no less than the Fair Market Value of a Share on the Grant Date.

“Fair Market Value” means, as of any date, the value of a Share determined as follows: (i) if the Shares are listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, their Fair Market Value shall be the closing sales price for such Shares (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable or (ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, their Fair Market Value shall be the mean between the high bid and low asked prices for the Shares on the last market trading day prior to the day of determination.; or (iii) in the absence of an established market for the Company's shares, the Fair Market Value shall be determined in good faith by the Administrator (including in accordance with an independent third party valuation of the Company which may be obtained by the Administrator). Without derogating from the above, the Fair Market Value shall be in compliance with Section 409A of the Code, or in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

14

“Grant Date” means the date an Option grant becomes effective pursuant to the Company's corporate governance provisions, the language of the Plan and this US Addendum and other Applicable Laws that specify the actions required in order to affect the grant of an Option under the Plan and this US Addendum.

“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code.

“Nonqualified Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

“Option” means an Incentive Stock Option or a Nonqualified Stock Option to purchase Shares granted pursuant to the Plan.

“Optionee” means a Participant holding an Option who is subject to taxation in the United States.

“Participants” means Employees, Directors and other individuals and entities who are United States citizens or who are resident aliens of the United States for United States federal income tax purposes.

“Ten Percent Shareholder” means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) shares constituting more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any Affiliate.

“Underlying Shares” means Shares issued or to be issued upon exercise of Options in accordance with the Plan and this US Addendum.

2.            Grant of Options

(a)   Every Option granted to a Participant shall be evidenced by an Award Agreement in such form as the Administrator shall approve from time to time, specifying the date in which the Options have been granted, number of Shares that may be purchased pursuant to the award of Options, the time or times at which the Option shall become exercisable in whole or in part, the resrictions on exercise (if any), the Exercise Price of such Options, the term of the Options and such other terms and conditions as the Administrator shall approve.

(b)   The awards of Options granted pursuant to the Plan and this US Addendum shall be treated as either Nonqualified Stock Options or Incentive Stock Options. Incentive Stock Options may only be granted to Employees of the Company or of an Affiliate. To the extent that any Option is not designated as an Incentive Stock Option under the provisions of the Plan, this US Addendum and the Code, it shall be treated as a Nonqualified Stock Option.

(c)   Options may be granted at any time after the Plan and this US Addendum have been approved by the necessary corpororate bodies of the Company, and all others approvals, consents or requirements necessary by the Applicable Law have been received or met.

3.            Maximum Number of Incentive Stock Options. Subject to the provisions of Section 6 of the Plan relating to the number of Shares reserved under the Plan, and Section 12 of the Plan relating to capitalization adjustments, the maximum number of Shares that may be awarded specifically in the form of Incentive Stock Options only, under the Plan and this US Addendum, is 1,000,000. To the extent that an outstanding Incentive Stock Option expires or terminates or is cancelled or forfeited, the Shares subject to such Incentive Stock Option shall again be available for re-issuance under the Plan.

4.            Limit on Grant of Incentive Stock Options. To the extent that the aggregate Fair Market Value (as determined as of the Grant Date) of Shares with respect to which Incentive Stock Options are exercisable for the first time during any calender year (under the Plan and this US Addendum and all other similar types of plans of the Company and/or any Affiliate in which the Optionee participates) exceeds US $100,000, such portion in excess of US $100,000 shall be treated as a Nonqualified Stock Option. In the event that the Optionee holds two or more such Options that become exercisable for the first time in the same calender year, such limitation shall be applied on the basis of the order in which such Options are granted.

15

5.            Option Exercise Price. On the Grant Date, the Exercise Price for each Underlying Share subject to a Nonqualified Stock Option or an Incentive Stock Option shall not be less than 100% of the Fair Market Value per share of such Shares on the Grant Date. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an Exercise Price lower than as set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner consistent with the provisions of Sections 409A and 424 of the Code. Notwithstanding the above, in the event that the Incentive Stock Option is granted to a Ten Percent Shareholder, then the Exercise Price for each Share subject to the Incentive Stock Option shall be no less than 110% of the Fair Market Value of the Shares on the Grant Date.

6.            Term of this US Addendum. The Administrator may suspend or terminate this US Addendum at any time. Unless terminated earlier, this US Addendum shall terminate on the day before the Tenth (10^th) anniversary of the earlier of the date the Plan was amended to include this US Addendum, or the date this US Addendum was approved by the Company's shareholders.

7.            Term of Incentive Stock Option. An Incentive Stock Option must be exercised by an Optionee within ten (10) years from the Grant Date.

8.            Term of Incentive Stock Option to a Ten Percent Shareholder. A Ten Percent Shareholder shall not be granted an Incentive Stock Option unless the Option is not exercisable after the expiration of five (5) years from the Grant Date.

9.            Term of Options which Are Not Incentive Stock Option. These Options must be exercised by an Optionee within ten (10) years from the Grant Date.

10.            Exercise of Incentive Stock Option following Termination of Continuous Service. In the event that in accordance with Section 11 of the Plan, an Incentive Stock Option is exercised more than three (3) months after an Employee's termination of service, or is exercised more than one (1) year after termination of service because of death or disability, the Incentive Stock Option shall be treated as a Nonqualified Stock Option and may continue to be exercised during the remaining term (if any) of the Option.

11.            Tax Consequences. Any tax consequences arising from the grant or exercise of any Option, from the issuance of the Underlying Shares by the Company, from the sale of the Underlying Shares by the Participant or from any other event or act (of the Company, and/or its Affiliates, and the Participant), hereunder, shall be borne solely by the Participant. The Company and/or its Affiliates or any other person on their behalf, shall be entitled to withhold taxes according to the requirements under the Code or any Applicable Law including withholding taxes at source. Furthermore, the Participant shall agree to indemnify the Company and/or its Affiliates or any other person on their behalf and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Participant. The Company or any of its Affiliates or any other person on their behalf may make such provisions and take such steps as it may deem necessary or appropriate for the withholding of all taxes required by the Applicable Law to be withheld with respect to Options granted under the Plan and this US Addendum and the exercise or vesting or sale thereof, including, but not limited, to (i) deducting the amount so required to be withheld from any other amount then or thereafter payable to a Participant, and/or (ii) requiring a Participant to pay to the Company or any of its Affiliates or any other person on their behalf the amount so required to be withheld as a condition of the issuance, delivery, distribution or release of any Underlying Shares, and/or (iii) by causing the exercise of Options and/or the sale of Underlying Shares held by or on behalf of a Participant to cover such liability, up to the amount required to satisfy minimum statuary withholding requirements. In addition, the Participant will be required to pay any amount that exceeds the tax to be withheld and remitted to the tax authorities, pursuant to the Applicable Law.

12.            Options not Constituting an Employment or Service Contract. Nothing in the Plan, this US Addendum, the Award Agreement or any Option granted under the Plan and this US Addendum will be deemed to constitute an employment contract or confer or be deemed to confer any right for you to continue in the employ of, or to continue any other engagement with the Company or any Affiliates, or limit in any way the right of the Company or any Affiliate to terminate employment or other engagement with the Company or its Affiliates, as the case may be.

16

13.            Rights and Privileges as a Shareholder. Except as otherwise specifically provided in the Plan and this US Addendum, no Participant shall be entitled to the rights and privileges of share ownership in respect of the Underlying Shares that are subject to the grant of Options hereunder until such shares have been issued to that Participant.

14.            Data Privacy Consent. In order to administer the Plan, this US Addendum, the Award Agreement and the award of Options, the Company may process personal data regarding the Participant. Such data may include, but is not limited to, the information provided in the Award Agreement and any changes thereto, other appropriate personal and financial data regarding the Participant, including without limitation, the Participant’s home address and telephone number, date of birth, social security or other identification number, salary and other payroll information, nationality, job title, directorships and/or Shares held by such Participant in the Company and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan, this US Addendum, the Award Agreement and the award of Options. By accepting the grant of any Option, the Participant thereby gives explicit consent to the Company (i) to process any such personal data, and (ii) to transfer any such personal data outside the country in which the Participant works, or is employed, to transferees who will include the Company and its Affiliates, and to other persons who are designated by the Company to administer the Participant's participation in the Plan.

15.            Governing Law and Jurisdiction. The Plan, this US Addendum and the Award Agreement shall be governed by and construed in accordance with the internal laws of the State of Israel without reference to the principles or conflicts of laws thereof.

16.            Compliance with Applicable Law. The obligation of the Company to deliver Underlying Shares upon exercise of any Option shall be subject to Applicable Law and to such approvals by governmental agencies as may be required. The Administrator shall have the authority to suspend the application of any provisions of the Plan which could, in its sole discretion, result in adverse tax consequences to any Participant under Section 409A of the Code.

THE PARTICIPANT IS ADVISED TO CONSULT WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING OPTIONS HEREUNDER. THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY TO ADVISE THE PARTICIPANT ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE PARTICIPANT.

17.            Securities Law. Without derogation from any provisions of the Plan and this US Addendum, all grants pursuant to this US Addendum shall be subject to, and in compliance with, the Securities Act of 1933, as amended from time to time, and any Applicable Law with respect to securities and the rules and regulations promulgated thereunder.

18.            Effective Date. This US Addendum regarding Incentive Stock Option shall be subject to approval of the Plan by the Company’s shareholders, for the purposes of qualifying the Plan with respect to the issuance of Incentive Stock Option, and such approval to be provided 12 months before or after the date of adoption of the Plan by the Board.

* * * * *

Satixfy Communications Limited

Rules (as Amended and Restated)

of

The Satixfy 2020 EMI Share Option Plan (As Amended and Restated)

Established by resolution of the board of directors of the Company on _____ ___, ____ and adopted as an addendum to the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated)

Table of Contents

		Page
1.	Interpretation	2
2.	Grant of Options	6
3.	Exercise Condition	8
4.	Overall grant limits	9
5.	Individual grant limits	10
6.	Circumstances in which malus and clawback can apply	10
7.	Operation of malus and clawback	12
8.	Exercise of Options	13
9.	Manner of exercise of Options	14
10.	Termination of employment	16
11.	Lapse of Options	17
12.	Tax liabilities	17
13.	Relationship with employment contract	18
14.	Takeovers and liquidations	19
15.	Exchange of Options	22
16.	Variation of share capital	24
17.	Notices	24
18.	Administration and amendment	25
19.	Third party rights	26
20.	Data protection	27
21.	Governing law	27
22.	Jurisdiction	27

1 

Rules of the Satixfy 2020 EMI Share Option Plan (as Amended and Restated)

1. Interpretation

1.1 Unless otherwise defined herein, capitalised terms used in this Addendum shall have the meaning ascribed to them under the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated) including any subsequent amendments and restatements thereto, as may be made from time to time (the “Master Plan”).

1.2 This Addendum (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time, shall be deemed for all intents and purposes as an integral part of the Master Plan and shall apply only to Option Holders who are Eligible Employees.

1.3 This Addendum amends the Master Plan so that the Master Plan together with this Addendum complies with certain requirements under applicable English law in general and, in particular with the provisions of ITEPA 2003 in relation to EMI options. In the case of contradiction between the provisions of this Addendum and the Master Plan, the provisions set out in this Addendum shall prevail. For the avoidance of doubt, it is clarified that, other than in the case of a contradiction, the provisions of this Addendum shall be in addition to, and shall not derogate from, any provisions, rights, powers, authorities, restrictions or limitations pursuant to the Master Plan, which shall apply to all options.

1.4 All references to Section 102 in the Master Plan, including the rules and regulations promulgated thereunder, the provisions thereof, and all restrictions required thereby, shall not be incorporated by reference into this Addendum and shall not apply to Eligible Employees under this Addendum. For the avoidance of doubt, this Addendum does not add to, or modify, the Master Plan in respect of any Option Holder who are not granted options pursuant to this Addendum.

1.5 The following definitions and rules of interpretation apply in the Plan.

51% Subsidiary: has the meaning given in section 989 of the Income Tax Act 2007.

Acting in Concert: has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers.

Adoption Date: the date of the adoption of the Plan by the Company.

Associate: has the meaning given by paragraph 31, paragraph 32 and paragraph 33 of Schedule 5, with Chapter 11 of Part 7 of ITEPA 2003 being applied for the purposes of paragraph 32(2).

Board: the board of directors of the Company or a committee of directors appointed by that board to carry out any of its functions under the Master Plan or the Plan.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Change of Control: the sale of any of the Shares (in one transaction or a series of transactions) that will result in the Offeror of those Shares and persons Acting in Concert with them together acquiring Control of the Company, except where the Offeror is a company and the shareholders of that company and the proportion of shares in that company held by each of them following completion of the sale are substantially the same as the

shareholders and their shareholdings in the Company immediately before the sale.

2 

Clawback Amount: an amount of value determined in accordance with rule 7.

Closed Period: has the same meaning as in the Market Abuse Regulation.

Company: Satixfy Communications Limited incorporated and registered in Israel with number 516135035.

Control: has the meaning given in section 719 of ITEPA 2003.

CSOP Option: a share option granted under a Schedule 4 CSOP Scheme as defined in Schedule 4 to ITEPA 2003.

Dilutive Shares: on any date, all shares of the Company that:

a) have been issued, or transferred out of treasury, on the exercise of options granted, or in satisfaction of any other awards made, under any Employees’ Share Scheme (including the Plan); or

b) remain capable of issue, or transfer out of treasury, under any Existing Options that were granted;

in either case during the shorter of the period of ten years ending on (and including) that date and the period since the Shares were first admitted to trading on a recognised stock exchange.

Disqualifying Event: has the meaning given in sections 533 to 536 of ITEPA 2003.

Eligible Employee: any Employee who:

a) must spend on average at least the Statutory Minimum Time on the business of one or more Group Members;

b) does not have a Material Interest (either on their own or together with one or more of their Associates); and

c) has no Associate or Associates who or which has or (taken together) have a Material Interest.

EMI Option: a qualifying option as defined in paragraph 1(2) of Schedule 5.

Employee: an individual who is an employee of the Company or a Qualifying Subsidiary.

Employees’ Share Scheme: has the meaning given in section 1166 of the Companies Act 2006.

Employer Company: the Option Holder’s employer or former employer as applicable.

Exercise Condition: a condition that must be satisfied before an Option may be exercised, which complies with rule 3 and is specified in the Option Agreement under rule 2.6

Exercise Condition Measurement Date: the earliest date on which it is possible for the Board to determine that an Exercise Condition has been satisfied.

Exercisable Number: has the meaning given in rule 13.5.

3 

Exercise Price: the price at which each Share subject to an Option may be acquired on the exercise of that Option, which (subject to rule 14 (b)):

a) may not be less than the nominal value of a Share, if Shares are to be newly issued to satisfy the Option; and

b) while the Shares are quoted on AIM, may not be less than the closing price of a Share on the Business Day immediately before the Grant Date.

Existing Option: an option or any other right to acquire or receive Shares granted under any Employees’ Share Scheme (including the Plan), that remains capable of satisfaction.

Grant Date: the date on which an Option is granted under the Plan.

Grant Period: any period during which Options may be granted, as specified in rule 2.

Group: the Company and its 51% Subsidiaries (references to Group Member shall be construed accordingly).

HMRC: HM Revenue & Customs.

ITEPA 2003: the Income Tax (Earnings and Pensions) Act 2003.

Market Abuse Regulation: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.

Market Value: the market value of a Share determined to the satisfaction of the Board in accordance with the applicable provisions of Part VIII of the Taxation of Chargeable Gains Act 1992. If Shares are subject to Relevant Restrictions, the Market Value shall be determined as if they were not.

Master Plan: means the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time.

Material Interest: has the meaning given in paragraph 28 of Schedule 5.

NICs: National Insurance contributions.

Offeror: the person who acquires control of the Company on a Change of Control.

Option: a right to acquire Shares granted under the Plan.

Option Agreement: a written agreement constituting an Option, entered into under rule 2.6.

Option Holder: an individual who holds an Option or, where applicable, the personal representatives of a deceased Option Holder.

Personal Data: any personal information that could identify an Option Holder.

Plan: means this Addendum (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time, to the Satixfy 2020 Israeli Share Award Plan (as Amended and Restated), including any subsequent amendments and restatements thereto, as may be made from time to time, being the Employees’ Share Scheme constituted and governed by the Master Plan and the Addendum, as amended from time to time.

4 

Qualifying Exchange of Shares: an event falling within paragraph 40 of Schedule 5.

Qualifying Subsidiary: has the meaning given by paragraph 11 of Schedule 5.

Redundancy: has the meaning given by the Employment Rights Act 1996.

Relevant Restriction: a provision included in any contract, agreement, arrangement or condition (including the articles of association of the Company) to which any of section 423(2), section 423(3) and section 423(4) of ITEPA 2003 would apply if references in them to employment-related securities were references to Shares.

Rollover Period: any period during which Options may be exchanged for options over shares in another company (under paragraph 42 of Schedule 5, rule 15.1 and rule 15.5).

Schedule 5: Schedule 5 to ITEPA 2003, which specifies the requirements that must be met for a share option to be an EMI Option.

Shares: 0.0001 NIS ordinary shares in the Company (subject to rule 15.2 (b) and rule 16).

Statutory Minimum Time: committed time (as defined in paragraph 26 of Schedule 5), equal to the statutory threshold (as defined in that paragraph).

Sufficient Shares: the smallest number of Shares that, when sold, produce an amount at least equal to the relevant Tax Liability (after deduction of brokerage and any other charges or taxes on the sale).

Taxable Event: any event or circumstance that gives rise to a liability for the Option Holder to pay income tax, NICs or both (or their equivalents in any jurisdiction) in respect of:

a) the Option, including its exercise, assignment or surrender for consideration, or the receipt of any benefit in connection with it;

b) any Shares (or other securities or assets):

i. earmarked or held to satisfy the Option;

ii. acquired on exercise of the Option;

iii. acquired as a result of holding the Option; or

iv. acquired in consideration of the assignment or surrender of the Option;

c) any securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in (b) above; or

d) any amount due under pay as you earn (PAYE) in respect of securities or assets in (a) to (c) above, including any failure by the Option Holder to make good such an amount in the time limit specified in section 222 of ITEPA 2003.

5 

Tax Liability: the total of any income tax and primary class 1 (employee) NICs (or their equivalents in any jurisdiction) for which any Employer Company is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event.

Vest: an Option Holder becoming entitled to exercise an Option and “Vested” and “Unvested” shall be construed accordingly

1.6 Rule headings shall not affect the interpretation of the Plan.

1.7 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.8 Unless the context otherwise requires, a reference to one gender shall include a reference to other genders.

1.9 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.10 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.11 A reference to writing or written includes fax and email.

1.12 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.13 References to rules are to the rules of the Plan.

1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant of Options

2.1 The Company (acting through the Board) may grant EMI Options for commercial reasons in order to recruit or retain an Eligible Employee. The Company may not grant EMI Options as part of any scheme or arrangement for which the main purpose (or one of its main purposes) is tax avoidance.

2.2 Subject to the rules, the Company (acting through the Board) may grant an Option:

(a) intended to be an EMI Option, to any Eligible Employee it chooses;

(b) not intended to be an EMI Option, to any Employee it chooses.

2.3 Subject to rule 2.4, while any Shares are traded on a recognised stock exchange, the Company may only grant an Option during:

(a) any period of 42 days immediately following the end of a Closed Period; and

(b) any other period that the Board has decided should be a Grant Period due to exceptional circumstances.

6 

2.4 The Company may not grant Options:

(a) at any time when that grant would be prohibited by, or in breach of, the Market Abuse Regulation or any other law, regulation with the force of law or the rules of any stock exchange on which the Shares are listed (in addition, any previously granted Options must adhere to the law, regulation with the force of law or the rules of any stock exchange on which the Shares are listed); or

(b) after the tenth anniversary of the Adoption Date.

2.5 The Company may grant Options intended to be EMI Options only when the Company is a qualifying company as defined in paragraph 8 of Schedule 5.

2.6 The Company shall enter into an Option Agreement as a deed in a form approved by the Board. Each Option Agreement shall (without limitation):

(a) specify the Grant Date of the Option, which shall not be earlier than the date on which the relevant Option Agreement is executed by the Company;

(b) at the discretion of the Board, specify either:

(i) that the Option is granted under the provisions of Schedule 5; or

(ii) that the Option is not intended to be an EMI Option.

(c) specify the number and class of the Shares over which the Option is granted;

(d) specify the Exercise Price;

(e) specify the Exercise Condition(s);

(f) specify any other condition to which the Option is subject;

(g) specify the how and when the Option Vests and may be exercised;

(h) specify the date when the Option will lapse, assuming that the Option is not exercised earlier and no event occurs to cause the Option to lapse earlier. This date may not be later than the tenth anniversary of the Grant Date;

(i) if the Shares are subject to any Relevant Restriction, include details of that Relevant Restriction;

(j) include a statement that the Option is subject to these rules (which shall be incorporated in the Option Agreement by reference);

(k) include the terms required by rule 12.1, rule 12.2 and rule 12.4;

(l) include the power of attorney required by rule 12.5;

(m) include a term giving effect to rule 2.7;

(n) include a summary of rule 11.1 and rule 11.2 (i); and

(o) if the Option is intended to be an EMI Option, include a declaration by the Option Holder of compliance with the Statutory Minimum Time requirement.

7 

2.7 If an Option Holder granted an EMI Option does not correctly complete and sign the Option Agreement and return it to the Group Member that employs the Option Holder by the date, if any, specified in the Option Agreement, the relevant Option shall automatically lapse on the day after that date.

2.8 The Group Member that employs the relevant Option Holder shall, in respect of any Option intended to be an EMI Option, comply with its obligations under paragraph 44 of Schedule 5.

2.9 No amount shall be paid by an Employee for the grant of an Option.

3. Exercise Condition

3.1 On the Grant Date of any Option, the Board shall specify one or more appropriate Exercise Conditions for the Option. An Exercise Condition must be capable of being met within ten years after the relevant Grant Date.

3.2 The Board may vary or waive any Exercise Condition, provided that any varied Exercise Condition shall be (in the reasonable opinion of the Board):

(a) a fairer measure of performance than the original Exercise Condition, as judged at the time of the variation;

(b) no more difficult to satisfy than the original Exercise Condition was at the Grant Date; and

(c) not materially easier to satisfy than the original Exercise Condition was at the Grant Date, unless the variation of the Exercise Condition has been approved in advance by the Company in general meeting.

3.3 Rule 3.2 shall not permit the general waiver by the Board of Exercise Conditions on:

(a) cessation of employment;

(b) the occurrence of any event permitting the exercise of Options under rule 13.5; or

(c) the release of Options in exchange for New Options under rule 15.

3.4 The Board shall determine whether, and to what extent, the Exercise Condition has been satisfied on, or as soon as reasonably possible:

(a) after the Exercise Condition Measurement Date;

(b) following the death of an Option Holder in order to apply the reduction required by rule 8.3(b) 1.1; or

(c) in order to determine the Exercisable Number in accordance with rule 14.

8 

3.5 The Board shall notify the Option Holder within a reasonable time after the Board becomes aware of the relevant information:

(a) whether (and, if relevant, to what extent) the Exercise Condition has been satisfied;

(b) of any subsequent change in whether, or the extent to which, the Exercise Condition has been satisfied;

(c) when that Exercise Condition has become incapable of being satisfied, in whole or in part; and

(d) of any waiver or variation of that Exercise Condition under rule 3.2.

3.6 Subject to rule 3.7 and rule 3.8, if the Board considers that a Exercise Condition has become incapable of being satisfied, in whole or in part, that Option, or the appropriate part of it, shall lapse immediately.

3.7 If:

(a) the Option is an EMI Option;

(b) the Option Holder also holds an option over Shares (the Non-qualifying Option) that has the same exercise price for a Share as the EMI Option; and

(c) if the Non-qualifying Option was granted under a different Employees’ Share Scheme, it is subject to a rule of similar effect to this rule 3.7,

then the Board shall aggregate the number of Shares subject to the EMI Option and the Non-qualifying Option as if they were one Option for the purposes of rule 3.6 and shall cause the Non-qualifying Option to lapse first so that the EMI Option shall not lapse unless the Non-qualifying Option lapses completely.

3.8 If the Option is an EMI Option only in part, due to the application of rule 4.2, rule 4.3 or rule 5.3 on the grant of that Option, then the part that is not an EMI Option shall lapse first. Therefore, the part that is an EMI Option shall not lapse until the other part has lapsed completely.

4. Overall grant limits

4.1 At any time, the total Market Value (at the relevant dates of grant) of the Shares (and any other shares in the Company) that can be acquired on the exercise of all EMI Options over the shares must not exceed £3 million (or any other amount as may be specified by paragraph 7 of Schedule 5 at the relevant time). No Option shall be an EMI Option if, immediately before it is granted, the total Market Value (at the relevant dates of grant) of the Shares (and any other shares of the Company) that can be acquired on the exercise of all EMI Options over these shares already equals £3 million (or any other amount as may be specified by paragraph 7 of Schedule 5 at the relevant time).

4.2 If the grant of any Option that is:

(a) intended to be an EMI Option; and

(b) not granted at the same time as any other Option(s),

would cause the limit in rule 4.1 to be exceeded, that Option shall not be an EMI Option so far as it relates to the excess.

4.3 If several Options are:

(a) intended to be EMI Options; and

(b) granted at the same time as each other,

and this would cause the limit in rule 4.1 to be exceeded, the Options shall not be EMI Options so far as they relate to the excess. Paragraph 7(5) of Schedule 5 applies for the purpose of determining which part of each of these Options relates to the excess.

9 

4.4 The Company may not grant an Option if that grant would result in the total number of Dilutive Shares exceeding ten percent (10%) of the issued share capital of the Company.

5. Individual grant limits

5.1 At any time, the total Market Value (at the relevant dates of grant) of the shares (which may include Shares) that an Eligible Employee can acquire on the exercise of EMI Options granted to them by reason of their employment with:

(a) any Group Member; or

(b) any two or more Group Members,

may not exceed £249,999 (or any other amount as may be specified by paragraph 5 of Schedule 5 at the relevant time, minus £1). No Option shall be an EMI Option if, immediately before it is granted, the total Market Value (at the relevant dates of grant) of the shares that can be acquired on the exercise of all EMI Options held by the relevant Eligible Employee and falling within this rule 5.1 equals £250,000 (or any other amount as may be specified by paragraph 5 of Schedule 5 at the relevant time).

5.2 Any CSOP Options granted to the relevant Eligible Employee by reason of his employment with any Group Member shall be treated as EMI Options to be counted against the limit set out in rule 5.1.

5.3 If the grant of any Option that is intended to be an EMI Option would cause the limit in rule 5.1 to be exceeded, that Option shall not be an EMI Option so far as it relates to the excess.

5.4 If an Eligible Employee has been granted EMI Options over shares (which may include Shares) with a total Market Value of £250,000 (or any other amount as may be specified by paragraph 6 of Schedule 5 at the relevant time) by reason of their employment with:

(a) any Group Member; or

(b) any two or more Group Members,

whether or not those EMI Options have been exercised or released, any Option granted to that Eligible Employee shall not be an EMI Option if the Grant Date of that Option falls within the period of three years after the Grant Date of the last EMI Option to be granted to them that falls within this rule 5.4.

6. Circumstances in which malus and clawback can apply

6.1 Rule 6 applies in relation to an Option if:

(a) either or both rule 6.2 and rule 6.3 apply; and

(b) rule 6.4 applies.

10 

6.2 This rule 6.2 applies in relation to an Option if the Board, at its discretion, determines that any of the following circumstances exist:

(a) the Option Holder has participated in or was responsible for conduct which resulted in significant losses to a Group Member;

(b) the Option Holder has failed to meet appropriate standards of fitness and propriety;

(c) the Company has reasonable evidence of fraud or material dishonesty by the Option Holder;

(d) the Company has become aware of any material wrongdoing on the part of the Option Holder;

(e) the Option Holder has acted in any manner which in the opinion of the Board has brought or is likely to bring any Group Member into material disrepute or is materially adverse to the interests of any Group Member;

(f) there is a breach of the Option Holder’s employment contract that is a potentially fair reason for dismissal;

(g) the Option Holder is in breach of a fiduciary duty owed to any Group Member;

(h) an Option Holder who has ceased to be an Employee was in breach of their employment contract or fiduciary duties in a manner that would have prevented the grant or exercise of the Option had the Company been aware (or fully aware) of that breach, and of which the Company was not aware (or not fully aware) until after both:

(i) the Option Holder’s ceasing to be an Employee; and

(ii) the time (if any) when the Board decided to permit the exercise of the Option; or

(i) there was a material error in:

(i) determining whether the Option should be made;

(ii) determining the size and nature of the Option; or

(iii) assessing the extent to which any Exercise Condition was satisfied on the Exercise Condition Measurement Date.

6.3 This rule 6.3 applies in relation to an Option if the Board, at its discretion, determines that either of the following circumstances exist:

(a) a Group Member misstated any financial information (whether or not audited) for any part of any financial year that was taken into account in:

(i) determining whether the Option should be made;

(ii) determining the size and nature of the Option; or

(iii) assessing the extent to which any Exercise Condition was satisfied on the Exercise Condition Measurement Date; or

11 

(b) a Group Member or business unit that employs or employed the Option Holder, or for which the Option Holder is responsible, has suffered a material failure of risk management.

6.4 This rule 6.4 applies in relation to an Option if the Board, at its discretion, determines that, if the circumstances mentioned in rule 6.2 or rule 6.3 had existed, and the Board had been fully aware that they existed:

(a) at the Grant Date, or

(b) in the case of an Option that has already been exercised, at the exercise date,

then:

(c) the Board would not have granted the Option;

(d) the Board would have granted the Option in relation to a smaller number of Shares; or

(e) in the case of an Option that has already been exercised:

(i) it would not have been exercised at all, or

(ii) it would have been exercised in relation to a smaller number of Shares.

6.5 If the Board makes a determination in relation to an Option under rule 6, it must do so within three years of its becoming aware of the circumstances mentioned in rule 6.2 or rule 6.3.

7. Operation of malus and clawback

7.1 This rule 7 applies to an Option if rule 6 applies to the Option.

7.2 If at the date of the determination under rule 6.4, the Option has not yet been exercised, the Board may determine to cancel the Option or reduce it by such number of Shares as the Board considers to be fair and reasonable, taking account of all circumstances that the Board considers to be relevant.

7.3 If at the date of the determination under rule 6.4, the Option has been exercised, the Board may determine a Clawback Amount in relation to the Option.

7.4 The Clawback Amount shall be such amount as the Board considers to be fair and reasonable, taking account of all circumstances that the Board considers to be relevant and, in relation to an Option that has been exercised, shall not be more than the greater of:

(i) the Market Value of the Shares measured on the date the Option was exercised, and

(ii) the Market Value of the Shares measured on the date of the determination

minus the Exercise Price.

7.5 If the Option Holder has paid or is liable to pay any income tax or NICs in relation to the Option or the Shares and which cannot be recovered from or repaid by HMRC (whether directly or indirectly), the Board may in its discretion decide to reduce the Clawback Amount to take account of this amount. In deciding whether to reduce the Clawback Amount, the Board shall take account of such factors it thinks fit, which may include market practice, corporate governance rules and guidelines, and the expectations of shareholders.

12 

7.6 For the avoidance of doubt, the Board is not obliged to determine a Clawback Amount in relation to any particular Option, even if the Board does determine a Clawback Amount in relation to other Options to the same or other Option Holders which had the same Grant Date or exercise date.

7.7 The Option Holder shall reimburse the Company for the Clawback Amount, in any way acceptable to the Board, on or as soon as possible after the Board determines a Clawback Amount in relation to the Option. If the Option Holder fails to reimburse the Company within 30 days after the determination, the Company shall obtain reimbursement from the Option Holder in any (or any combination) of the following ways:

(a) by reducing or cancelling any Options that the Option Holder has not exercised;

(b) by reducing or cancelling any cash bonus payable to the Option Holder by any Group Member;

(c) by reducing or cancelling any future or existing award made or option granted to the Option Holder under any other Share Incentive Scheme or bonus scheme operated by any Group Member (other than a Schedule 2 SIP or a Schedule 3 SAYE option scheme, as those terms are defined in ITEPA 2003);

(d) by requiring the Option Holder to make a cash payment to a Group Member;

(e) by requiring the Option Holder to transfer Shares for no consideration;

(f) by causing any Shares held on behalf of the Option Holder to be forfeited for no consideration, with the consequence that the Option Holder no longer has any beneficial interest in those Shares; or

(g) by reducing the Option Holder’s Salary.

7.8 If the Option Holder participates in another share incentive scheme or bonus scheme operated by a Group Member, and that other scheme contains a provision that has a similar effect to this rule 7, the Board may give effect to that provision in any of the following ways:

(a) by reducing or cancelling any Options that the Option Holder has not exercised; and

(b) by reducing or cancelling any awards under such share incentive scheme or bonus scheme that have not yet been released or paid.

7.9 It is a condition of the exercise of an Option that, if requested by the Company, the Option Holder shall sign an exercise notice declaring an irrevocable agreement to the terms of rule 7.

8. Exercise of Options

8.1 An Option Holder may not exercise an Option before the earliest of:

(a) the earliest time when it becomes exercisable as set out in the Option Agreement;

(b) the time when it becomes exercisable under rule 10; and

(c) the time when it becomes exercisable under rule 13.5.

13 

8.2 An Option Holder may only exercise an Option to the extent that the relevant Exercise Condition is achieved and any other condition stated in the Option Agreement under rule 2.6 (f) is satisfied.

8.3 An Option Holder may not exercise an Option at a time when its exercise is prohibited by, or would be a breach of, the Market Abuse Regulation, the rules of any stock exchange on which the Shares are listed or any law or regulation with the force of law, or other rule, code or set of guidelines (such as a personal dealing code adopted by the Company).

8.4 Subject to rule 8.5, an Option Holder may not exercise an Option at any time:

(a) while disciplinary proceedings by any Group Member are underway against the Option Holder; or

(b) while any Group Member is investigating the Option Holder’s conduct and may as a result begin disciplinary proceedings; or

(c) while there is a breach of the Option Holder’s employment contract that is a potentially fair reason for dismissal; or

(d) while the Option Holder is in breach of a fiduciary duty owed to any Group Member; or

(e) after the Option Holder has ceased to be an Employee, if there was a breach of employment contract or fiduciary duties that (in the reasonable opinion of the Board) would have prevented the exercise of the Option had the Company been aware (or fully aware) of that breach, and of which the Company was not aware (or not fully aware) until after both:

(i) the Option Holder’s ceasing to be an Employee; and

(ii) the time (if any) when the Board decided to permit the Option Holder to exercise the Option.

8.5 The Company shall not unfairly frustrate a valid exercise of the Option by the inappropriate application of any provision of rule 8.4.

8.6 An Option Holder may not exercise an Option without having made any arrangements, or entered into any agreements, that may be required and are referred to in rule 12.

9. Manner of exercise of Options

9.1 Where an Option is exercised in part, it shall be exercised over Shares with an aggregate Exercise Price of at least £1,000 or, if less, the number of Shares over which the Option is then exercisable.

9.2 An Option shall be exercised by the Option Holder giving a written exercise notice to the Company, as follows:

(a) setting out the number of Shares over which the Option Holder wishes to exercise the Option and, if that number exceeds the number over which the Option may be validly exercised at the time, the Company shall

(i) treat the Option as exercised only in respect of that lesser number; and

(ii) refund any excess amount paid to exercise the Option or meet any Tax Liability;

(b) using a form that the Board will approve; and

(c) if rule 9.3 applies, including the information specified in that rule 9.3.

14 

9.3 If:

(a) an Option is an EMI Option only in part, due to the application of rule 4.2, rule 4.3 or rule 5.3 on the grant of that Option; and

(b) the relevant Option Holder exercises that Option in respect of any number of Shares less than the maximum number over which it could be exercised,

the exercise notice shall specify to what extent (if any) the partial exercise of that Option should be treated as the exercise of that part of the Option that is an EMI Option. If the exercise notice does not specify the extent, it shall be taken to exercise that part of the Option that is an EMI Option in priority to that part of the Option that is not an EMI Option.

9.4 Any exercise notice shall be accompanied by all of the following:

(a) payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice;

(b) any payment required under rule 12; and

(c) any documents relating to arrangements or agreements required under rule 12.

The Option Holder may enter into arrangements to the satisfaction of the Company for payment of the amounts due under this rule 9.4.

9.5 Any exercise notice shall be invalid:

(a) to the extent that it is inconsistent with the Option Holder’s rights under these rules and the Option Agreement;

(b) if any of the requirements of rule 9.2 or rule 9.4 are not met; or

(c) if any payment referred to in rule 9.4 is made by a cheque that is not honoured on first presentation or that fails in any other manner to transfer the expected value to the Company.

The Company may permit the Option Holder to correct any defect referred to in rule 7.5(b) or rule 7.5(c) (but shall not be obliged to do so). The date of any corrected exercise notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.

9.6 The Company shall allot and issue Shares (or, as appropriate, procure their transfer) within 30 days after a valid Option exercise, subject to the other rules of the Master Plan or this Addendum.

9.7 Shares allotted and issued in satisfaction of the exercise of an Option shall rank equally in all respects with the other shares of the same class in issue at the date of allotment, except for any Relevant Restriction or any rights determined by reference to a date before the date of allotment.

9.8 Shares transferred in satisfaction of the exercise of an Option shall be transferred free of any lien, charge or other security interest, other than any Relevant Restriction and any restrictions in the Master Plan, and with all rights attaching to them, other than any rights determined by reference to a date before the date of transfer.

9.9 If the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares allotted on exercise of an Option to be listed or admitted to trading on that exchange.

15 

10. Termination of employment

10.1 An Option Holder who gives or receives notice of termination of employment (whether or not lawful) may not exercise an Unvested proportion of the Option at any time while the notice remains effective. In the event of receipt of notice of termination for summary dismissal or Cause, the Option Holder may not exercise any proportion of the Option.

10.2 If an Option Holder dies, the personal representatives may exercise such proportion of the Option as is Vested within 60 days of the date of death and, if the Option is not exercised, it will lapse at the end of that period.:

10.3 If an Option Holder ceases to be an Employee due to any of the following reasons:

(a) injury;

(b) ill-health which is not caused by alcohol or substance abuse; or

(c) disability; or

(d) retirement; or

(e) Redundancy; or

(f) the Option Holder’s Employer Company ceasing to be a Group Member; or

(g) the transfer of the business that employs the Option Holder to a person that is not a Group Member,

the Option Holder may exercise such proportion of the Option as is Vested within 90 days of the cessation date during the period of 90 days after the cessation date or such longer period as the Board may specify. The Option shall lapse, to the extent it has not been exercised, on the expiry of that period. .

10.4 An Option Holder who gives or receives notice of termination of employment or who ceases to be an Employee:

(a) for any reason other than summary dismissal;

(b) on or after the earliest date on which the Option may be exercised as set out in the Option Agreement; and

(c) after each Exercise Condition relating to that Option has been satisfied

may exercise the Vested Option during the period ending 90 days after the cessation date or such longer period as the Board may specify. The Option shall lapse, to the extent not exercised, on the expiry of that period.

10.5 An Option Holder shall not be regarded as ceasing to be an Employee until the Option Holder is no longer an employee or director of any Group Member.

16 

11. Lapse of Options

11.1 An Option Holder may not transfer or assign, or have any charge or other security interest created over an Option (or any right arising under it). An Option shall lapse if the relevant Option Holder attempts to do any of those things. However, this rule 11.1 does not prevent the transmission of an Option to an Option Holder’s personal representatives on the death of the Option Holder.

11.2 An Option shall lapse on the earliest of the following:

(a) at the end of the specified period after the Grant Date if the Option Holder has not yet met the obligations specified in rule 2.7;

(b) any attempted action by the Option Holder falling within rule 11.1;

(c) when the Board decides in accordance with rule 3.6, to the extent that the Exercise Condition has become wholly or partly incapable of being met;

(d) any date on which the Option shall lapse, as specified in the Option Agreement;

(e) to the extent required by rule 1.1, the date the Option Holder dies or ceases employment;

(f) the first anniversary of the Option Holder’s death;

(g) the end of the relevant period, if rule 10.3 or 10.4 applies;

(h) the time specified for the lapse of the Option under rule 13.5 if any part of that rule 13.5 applies; or

(i) when the Option Holder becomes bankrupt under Part IX of the Insolvency Act 1986, applies for an interim order under Part VIII of the Insolvency Act 1986, proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act 1986.

12. Tax liabilities

12.1 Each Option Agreement shall include the Option Holder’s irrevocable agreement to:

(a) pay to the Company or Employer Company (as appropriate) the amount of any Tax Liability; or

(b) enter into arrangements to the satisfaction of the Company or Employer Company (as appropriate) for payment of any Tax Liability.

12.2 If an Option Holder does not fulfil the obligations under either rule 10.1 (a) or rule 10.1 (b) in respect of any Tax Liability arising from the exercise of an Option within seven days after the date of exercise and Shares are readily saleable at that time, the Company shall withhold Sufficient Shares from the Shares that would otherwise be delivered to the Option Holder. The Option Holder’s obligations under rule 10.1 (a) and rule 10.1 (b) shall not be affected by any failure of the Company to withhold shares under this rule 12.2.

17 

12.3 Option Holders shall have no rights to compensation or damages on account of any tax or NICs liability that arises or is increased (or is claimed to arise or be increased) in whole or in part because of:

(a) the limitation under rule 4.2, rule 4.3 or rule 5.3 of any Option intended to be an EMI Option;

(b) any decision of HMRC that an Option does not meet the requirements of Schedule 5 and is therefore not an EMI Option, however that decision may arise;

(c) any Disqualifying Event, however that event may be caused;

(d) the timing of any decision by the Board to permit exercise of an Option under rule 10.4 or rule 0;

(e) any failure by the Board to give notice under rule 18.7; or

(f) the timing of any notice given by the Board under rule 18.7.

12.4 Each Option Agreement shall include the Option Holder’s irrevocable agreement to enter into a joint election under section 431(1) or 431(2) of ITEPA 2003 in respect of the Shares to be acquired on exercise of the relevant Option, if required to do so by the Company, or Employer Company, on or before any date of exercise of the Option.

12.5 Each Option Agreement shall include a power of attorney appointing the Company as the Option Holder’s agent and attorney for the purposes of rule 12.2 and rule 12.4.

13. Relationship with employment contract

13.1 The rights and obligations of any Option Holder under the terms of his office or employment with any Group Member or former Group Member shall not be affected by being an Option Holder.

13.2 The value of any benefit realised under the Plan by Option Holders shall not be taken into account in determining any pension or similar entitlements.

13.3 Option Holders and Employees shall have no rights to compensation or damages on account of any loss in respect of Options or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:

(a) termination of office or employment with; or

(b) notice to terminate office or employment given by or to,

any Group Member or any former Group Member. This exclusion of liability shall apply however termination of office or employment, or the giving of notice is caused and however compensation or damages are claimed.

18 

13.4 Option Holders and Employees shall have no rights to compensation or damages from any Group Member or any former Group Member on account of any loss in respect of Options or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:

(a) any company ceasing to be a Group Member; or

(b) the transfer of any business from a Group Member to any person that is not a Group Member.

This exclusion of liability shall apply however the change of status of the relevant Group Member, or the transfer of the relevant business is caused and however compensation or damages are claimed.

13.5 An Employee shall not have any right to receive Options, whether or not they have previously been granted any.

14. Takeovers and liquidations

14.1 If a person (in this rule, the “Acquirer”):

(a) makes an offer to acquire the whole of the issued share capital of the Company, which is made on a condition such that, if it is satisfied, the Acquirer will have Control of the Company; or

(b) makes an offer to acquire all the shares in the Company which are of the same class as the Shares; or

(c) negotiates a share sale and purchase agreement with the shareholders of the Company which contemplates that the Acquirer will obtain Control of the Company on completion,

the Board may in its absolute discretion direct that the Option Holder may exercise such proportion of the Options as the Board may, in its absolute discretion, determine within a reasonable period to be specified by the Board for that purpose and ending immediately before the change of Control. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. Unless either rule 14.4 or rule 14.6 applies, if Options are exercisable under this rule 14.1, any Options not exercised at the end of the period specified by the Board shall lapse.

14.2 Unless rule 1.1 applies, if a person (in this rule 1.1, the “Controller”) obtains Control of the Company as a result of:

(a) making an offer to acquire the whole of the issued share capital of the Company;

(b) making an offer to acquire all the shares in the Company which are of the same class as the Shares; or

(c) entering into a sale and purchase agreement with the shareholders of the Company,

the Option Holder may exercise such proportion of their Options as the Board may, in its absolute discretion, determine within 60 days after the time when the Controller has obtained Control of the Company. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. If the conditions of neither rule 1.1 nor rule 1.1 are met, the Option shall lapse at the end of the 60 day period.

19 

14.3 Unless rule 1.1 applies, an Option Holder may exercise such proportion of their Options as the Board may, in its absolute discretion, determine during any period when any person is bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. Any Option to which this rule 1.1 applies shall lapse at the later of:

(a) the end of the period during which that person is bound or entitled; and

(b) the time specified for the lapse of Options under rule 1.1 or rule 1.1, if either applies.

14.4 If a change of Control occurs, and all the following conditions are met:

(a) the Acquirer satisfies the conditions of rule 15.1(d) and rule 15.1(e);

(b) the Option Holder meets the condition of rule 15.1(f); and

(c) the Acquirer offers at any time up to ten days following the date of the change of Control to make an agreement under rule 15.1,

an EMI Option shall continue to exist until the earlier of the following:

(d) the time when the Option Holder releases the Option under an exchange of options falling within rule 15.1; and

(e) the latest date on which an applicable Rollover Period expires;

when it shall lapse.

14.5 If a change of Control occurs, any EMI Option shall lapse at the end of the exercise period specified in rule 1.1 if any of the conditions in rule 1.1 are not met, and the Acquirer is not willing to make an agreement under rule 15.5.

14.6 If a change of Control occurs, and all the following conditions are met:

(a) where the Option is an EMI Option, either:

(i) the Acquirer does not satisfy the conditions of rule 15.1(d) and rule 15.1(e); or

(ii) the Option Holder does not meet the condition of rule 15.1(f).

(b) the Acquirer declares within ten days following the time when the Acquirer has obtained Control of the Company that it is willing to make an agreement offers (at any time up to ten days following the date of the change of Control) to grant replacement options in consideration for the release of Options under rule 15.5;

an Option shall continue to exist until the earlier of the following:

(c) the time when the Option Holder releases the Option under an exchange of options falling within rule 15.5; and

20 

(d) the latest date on which an applicable Rollover Period expires,

when it shall lapse.

14.7 Any Option to which either rule 1.1 or rule 1.1 applies shall not be capable of exercise under any rule of the Plan after it ceases to be capable of exercise under rule 1.1.

14.8 The Board, in its discretion, may determine that any event which would trigger the exercise of Options under rule 1.1, rule 1.1 or rule 1.1, shall not do so if:

(a) that event takes place in the course of any corporate reconstruction or reorganisation under which the ultimate beneficial ownership of the business of the Group Companies will remain substantially the same; and

(b) appropriate provisions are made for either the replacement of Options under rule 15, or other compensation for the loss of Options that the Board, in its reasonable opinion considers to be fair.

The Board, in its discretion, may determine that an Option shall lapse if the Option Holder does not exchange it or accept the compensation within a reasonable period.

14.9 Unless the relevant compromise or arrangement includes appropriate provisions that the Board considers to be fair in its reasonable opinion for:

(a) the replacement of Options; or

(b) other compensation for Option Holders for the loss of Options,

the Option Holder may exercise a proportion of the Option within six weeks after any person (in this rule 1.1, the Controller) obtains Control of the Company as a result of the court sanctioning a compromise or arrangement under section 899 of the Companies Act 2006. The Board shall have discretion to determine what proportion (if any) of an Option shall be exercisable taking account of these matters as they think fit including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1.

14.10 Any Option to which rule 1.1 applies shall:

(a) if an exchange of options falling within either rule 15.1 or rule 15.5 is offered, continue to exist until the earlier of the following:

(i) the time when the Option is released under that exchange; and

(ii) the latest date on which an applicable Rollover Period expires,

when it shall lapse.

(b) if an exchange of options is not offered, lapse at the end of the exercise period specified in rule 1.1.

Any Option to which this rule 14.10 applies shall not be capable of exercise under any other rule of the Plan after it ceases to be capable of exercise under rule 1.1.

21 

14.11 If a person, or group of persons Acting in Concert together, acquire Control of the Company by subscribing for new shares in the Company, the Board may in its absolute discretion decide to treat this as a change of Control for all the purposes of the Plan.

14.12 In rule 14 and rule 5 (other than rule 15.1), a person shall be deemed to have obtained Control of a company if that person, and others Acting in Concert with that person, have obtained Control of it together.

14.13 If the shareholders of the Company receive notice of a resolution for the voluntary winding-up of the Company, the Option Holder may exercise such proportion of their Options as the Board may, in its absolute discretion, determine. The proportion of the Options which shall Vest shall be determined by the Board taking into account such factors as it may consider relevant including, but not limited to, the time which has elapsed since the Grant Date and having regard to any Exercise Conditions imposed under rule 3.1. The Option may be exercised at any time before that resolution is passed, conditional upon the passing of that resolution, and if the Option Holder does not exercise the Option, it shall lapse when the winding up begins.

14.14 The Board shall notify Option Holders of any event that is relevant to Options under this rule 13.5. within a reasonable period after the Board becomes aware of it.of it.

15. Exchange of Options

15.1 If one of the following happens:

(a) a company obtains all the shares of the Company as a result of a Qualifying Exchange of Shares;

(b) a company obtains Control of the Company as a result of:

(i) making a general offer to acquire the whole of the issued share capital of the Company (except any capital already held by that company or any person connected with that company) that is made on a condition that, if it is satisfied, the offeror will have Control of the Company;

(ii) making a general offer to acquire all the shares in the Company (except any shares already held by that company or any person connected with that company) that are of the same class as the Shares; or

(iii) an event specified in rule 1.1.

(c) a company becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006,

(the relevant company being referred to in this rule 15.1 as the Acquiring Company)

and all of the following are true:

(d) the Acquiring Company satisfies the independence requirement set out in paragraph 9 of Schedule 5;

22 

(e) the Acquiring Company satisfies the trading activities requirement set out in paragraphs 13 to 23 of Schedule 5; and

(f) the relevant Option Holder would fall within the definition of Eligible Employee if for the purposes of that definition (and the definition of Material Interest as used in it) references to Group Member were references to any of the Acquiring Company and its 51% Subsidiaries,

each Option Holder may, by agreement with the Acquiring Company within the applicable Rollover Period, release any Option that is an EMI Option (or that part of any Option that is an EMI Option, where rule 4.1, rule 4.2 or rule 5.3 applies) (Old Option) for a replacement option (New Option).

15.2 A New Option shall:

(a) be granted over ordinary shares in the Acquiring Company that are fully paid up and not redeemable;

(b) be subject to rule 4.1, rule 4.2 and rule 4.3 with:

(i) the references in those rules to Shares being taken to be references to the shares in the Acquiring Company that are subject to New Options;

(ii) the references to other shares in the Company being taken to be references to any other shares in the Acquiring Company that are subject to EMI Options; and

(iii) the Market Value of shares in the Acquiring Company subject to each New Option being taken to equal the Market Value (under rule 4) of the Shares subject to the Old Option that it replaces, measured on the Grant Date of that Old Option;

(c) be a right to acquire a number of shares in the Acquiring Company that have, immediately after grant of the New Option, a total Market Value equal to the total Market Value of the shares subject to the Old Option that it replaces immediately before its release;

(d) have an exercise price for each share such that the total price payable on complete exercise of the New Option equals the total price that would have been payable on complete exercise of the Old Option that it replaces;

(e) be capable of exercise within ten years after the Grant Date of the Old Option that it replaces;

(f) only include conditions that must be fulfilled before the New Option can be exercised (if any) that are capable of being fulfilled within the period of ten years after the Grant Date of the Old Option that it replaces;

(g) satisfy the requirements of:

(i) paragraph 37 of Schedule 5; and

(ii) paragraph 38 of Schedule 5;

(h) satisfy rule 2.1; and

(i) be notified to HMRC in accordance with paragraph 44 of Schedule 5.

23 

15.3 Any Rollover Period shall have the same duration as the applicable required period defined in paragraph 42 of Schedule 5.

15.4 Any New Option granted in accordance with rule 15.1 will be treated as acquired at the same time as the Old Option that it replaces for the purposes of the legislation relating to EMI Options.

15.5 Although rule 15.1 does not provide for an Option that is not an EMI Option (or a part of any Option that is not an EMI Option, where rule 4.1, rule 4.2 or rule 5.3 applies) to be exchanged for another option in accordance with that rule, an Option Holder may agree terms with any company to make such an exchange during a Rollover Period.

16. Variation of share capital

If there is any variation of the share capital of the Company (whether that variation is a capitalisation issue (other than a scrip dividend), rights issue, consolidation, subdivision or reduction of capital or otherwise) that affects (or may affect) the value of Options to Option Holders, the Board shall adjust the number and description of Shares subject to each Option or the Exercise Price of each Option in a manner that the Board, in its reasonable opinion, considers to be fair and appropriate. However:

(a) the total amount payable on the exercise of any Option in full shall not be increased; and

(b) the Exercise Price for a Share to be newly issued on the exercise of any Option shall not be reduced below its nominal value (unless the Board resolves to capitalise, from reserves, an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Exercise Price, and to apply this amount to pay for the relevant Shares in full).

In addition, notwithstanding anything to the contrary herein, any distribution of bonus shares, rights issue or distribution of cash or in kind dividend, shall be effected in accordance with Section 12 of the Master Plan, including in accordance with the terms of any applicable ruling issued by the “ITA” with respect to “102 Capital Gains Track Grants”, to the extent required, and all prior “Awards” as well as future Awards (whether under “Section 102” or otherwise) must be adjusted by the same mechanism (such capitalised terms are as defined in the Master Plan).

17. Notices

17.1 Except as maintained in rule 17.3, any notice or other communication given under or in connection with the Plan shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at the Appropriate Address;

For the purposes of this rule 17, the Appropriate Address means:

(i) in the case of the Company, its registered office, provided the notice is marked for the attention of the Company Secretary;

(ii) in the case of an Option Holder, the Option Holder’s home address; and

(iii) if the Option Holder has died, and notice of the appointment of personal representatives is given to the Company, any contact address specified in that notice.

24 

(b) sent by fax to the fax number notified in writing by the recipient to the sender; or

(c) sent by email to the Appropriate Email Address.

For the purposes of this rule 17, Appropriate Email Address means:

(i) in the case of the Company, the email address of the Company Secretary as shall be notified to Option Holders from time to time; and

(ii) in the case of the Option Holder, the work email address if the Option Holder is permitted to access personal emails at work.

17.2 Any notice or other communication given under this rule 17 shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the appropriate address;

(b) if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, or at the time recorded by the delivery service;

(c) if sent by fax, at 9.00 am on the next Business Day after transmission; and

(d) if sent by email, at 9.00 am on the next Business Day after sending.

17.3 This rule does not apply to:

(a) the service of any notice of exercise under rule 9.2; and

(b) the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18. Administration and amendment

18.1 The Board shall administer the Plan.

18.2 The Board may amend the Plan from time to time, but:

(a) the Board may not amend the Plan if the amendment:

(i) applies to Options granted before the amendment was made; and

(ii) materially adversely affects the interests of Option Holders

except that each Option Holder may consent to the application to their Option(s) of such an amendment.

25 

(b) while Shares are traded on a recognised stock exchange, the Board may not make any amendment to the advantage of Option Holders if that amendment relates to:

(i) the definition of Employee;

(ii) the limits specified in rule 4 or rule 5;

(iii) rule 16

without the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for Option Holders or for the Company or any Group Member).

18.3 The cost of establishing and operating the Plan shall be borne by the Group Members in proportions determined by the Board.

18.4 To satisfy the exercise of all the Options, the Company shall ensure that at all times:

(a) it has sufficient unissued or treasury Shares available, taking into account any other obligations of the Company to issue Shares and to transfer Shares from treasury, if the Company has restricted the number of Shares it can issue in its articles of association; and

(b) arrangements are in place for any third party to transfer issued Shares.

18.5 Any decision under rule 10.5 and whether to consider making such a decision, shall be entirely at the discretion of the Board.

18.6 The Board shall determine any question of interpretation and settle any dispute arising under the Plan. In these matters, the Board’s decision shall be final.

18.7 The Board shall notify each affected Option Holder of any Disqualifying Event other than one caused by the Option Holder’s cessation of employment.

The notice required under this rule 18.7 shall be given as soon as reasonably practicable after the Board becomes aware of the relevant Disqualifying Event. No Option shall become capable of exercise because of a notice given under this rule 18.7.

18.8 The Company shall not be obliged to notify any Option Holder if an Option is due to lapse.

18.9 The Company shall not be obliged to provide Option Holders with copies of any materials sent to the holders of Shares.

19. Third party rights

19.1 A person who is not a party to an Option shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where these rights arise under any rule of the Plan for any Employer Company of the Option Holder that is not a party to an Option.

This does not affect any right or remedy of a third party that exists, or is available, apart from the Contracts (Rights of Third Parties) Act 1999.

19.2 The rights of the parties to an Option to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Option as a result of the Contracts (Rights of Third Parties) Act 1999.

26 

20. Data protection

20.1 In accepting the grant of an Option each Option Holder consents to the collection, holding, processing and transfer of Personal Data by the Company or any Group Member for all purposes connected with the operation of the Plan.

20.2 The purposes of the Plan referred to in rule 20.1 include, but are not limited to:

(a) holding and maintaining details of the Option Holder’s Options;

(b) transferring the Option Holder’s Personal Data to the trustee of an employee benefit trust, the Company’s registrars or brokers or any administrators of the Plan;

(c) transferring the Option Holder’s Personal Data to a bona fide prospective buyer of the Company or the Option Holder’s Employer Company or business unit (or the prospective buyer’s advisers), provided that the prospective buyer, and its advisers, irrevocably agree to use the Option Holder’s Personal Data only in connection with the proposed transaction and in accordance with the data protection principles set out in the Data Protection Act 1998; and

(d) transferring the Option Holder’s Personal Data under rule 18.2 (b) or rule 18.2 (c) to a person who is resident in a country or territory outside the European Economic Area that may not provide the same statutory protection for the information as countries within the European Economic Area.

21. Governing law

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

22. Jurisdiction

22.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with, the Plan or its subject matter or formation (including non-contractual disputes or claims).

22.2 Each party irrevocably consents to any process in any legal action or proceedings under rule 22.1 being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.

27 

EX-21.1

Exhibit 21.1

Name of Subsidiary	Jurisdiction of Incorporation
SatixFy Israel Ltd.	Israel
SatixFy UK Limited	United Kingdom
SatixFy Space Systems UK Ltd.	United Kingdom
SatixFy Bulgaria Ltd.	Bulgaria
SatixFy US LLC	US
SatixFy MS	Cayman Islands
Jet-Talk Limited	United Kingdom

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 June 10, 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 

September 14, 2022