Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
Business Combination and Consideration
On March 8, 2022, Endurance Acquisition
Corp., a Cayman Islands exempted company (“Endurance”), entered into a business combination agreement (as it may be
amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”) with SatixFy Communications
Ltd., a limited liability company organized under the laws of the State of Israel (“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 Endurance (the “Business Combination”), with Endurance surviving
the Business Combination as a wholly-owned subsidiary of SatixFy. Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Business Combination Agreement.
At the effective time of the Business Combination
(the “Effective Time”), (i) each Class A ordinary share of Endurance, 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 Endurance (the “SPAC Warrants”) 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.
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”),
as described in more detail below.
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”).
SatixFy’s ordinary shares and warrants to
be received by Endurance Antarctica Partners, LLC (the “Sponsor”) and SatixFy ordinary shares held by SatixFy’s
current security holders will be subject to the transfer restrictions described below under the headings “Sponsor Letter Agreement”
and “Amended and Restated Shareholders’ Agreement”, respectively.
The Business Combination and related transactions
contemplated by the Business Combination Agreement (collectively, the “Transactions”) are expected to be consummated
in the second half of 2022, subject to the respective prior approvals of the shareholders of Endurance and the ordinary and
preferred shareholders of SatixFy, and the fulfillment of certain other conditions as described in the Business Combination Agreement.
Immediately following the Effective Time, SatixFy
will issue 27,000,000 price adjustment shares (the “Price Adjustment Shares”) to certain members of SatixFy’s
management and 500,000 Price Adjustment Shares to the Sponsor. 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 150 days after closing and within the 10 year period following the
closing, the volume weighted average price (“the VWAP”) of SatixFy’s ordinary shares is greater than or equal
to $12.50 for any 7 trading days within a period of 30 consecutive trading days. |
| ● | One-third of the Price Adjustment Shares will vest if at any time 150 days after closing and within the 10 year period following the
closing, the VWAP of SatixFy’s ordinary shares is greater than or equal to $14.00 for any 7 trading days within a period of 30 consecutive
trading days. |
| ● | One-third of the Price Adjustment Shares will vest if at any time 150 days after closing 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 7 trading days within a period of 30 consecutive
trading days. |
After the consummation of the Transactions, the
size of the board of directors of SatixFy will initially have a minimum of three and maximum of nine members, divided into three classes,
with one member being designated by the Sponsor. In the event of a SatixFy change in control transaction within five 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.
Representations and Warranties
The Business Combination Agreement contains representations
and warranties of the parties, as applicable, relating to, among other things, organization and qualification; capitalization; the authorization,
performance and enforceability of the Business Combination Agreement; financial statements; absence of undisclosed liabilities; consents
and governmental approvals; permits; material contracts; absence of changes; litigation; compliance with applicable laws; employee plans;
environmental matters; intellectual property; suppliers and customers; privacy and data security; labor matters; insurance; tax matters;
brokers; real and personal property; transactions with affiliates; compliance with international trade and anti-corruption laws; the PIPE
Financing; and Equity Line of Credit; and governmental grants.
The representations and warranties of the parties
contained in the Business Combination Agreement will terminate and be of no further force and effect at the Effective Time, except for
certain limited representations and warranties of each of Endurance and SatixFy.
Covenants
The Business Combination Agreement includes customary
covenants of the parties with respect to business operations prior to consummation of the Transactions and efforts to satisfy conditions
to the consummation of the Transactions. Under the interim operating covenants, SatixFy has the right to raise additional funds through the issuance of Equity Securities prior
to the consummation of the Transactions in accordance with the terms and subject to the conditions set forth in the Business Combination
Agreement. The Business Combination Agreement also contains additional covenants of the parties, including,
among others, covenants providing for Endurance and SatixFy to cooperate in the preparation of a joint proxy statement/registration statement
on Form F-4 (the “Registration Statement”) required to be prepared and filed with the Securities and Exchange
Commission (“SEC”) in connection with the Business Combination.
Conditions to Closing
The consummation of the Transactions is subject
to customary closing conditions for special purpose acquisition companies, including, among others, that:
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no enacted or promulgated law or order enjoins or prohibits the consummation of the Transactions; |
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the Registration Statement shall have become effective in accordance with the provisions of the Securities Act of 1933, as amended (“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; |
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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; |
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the requisite approval of Endurance’s stockholders shall have been obtained; |
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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); |
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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 Nasdaq Capital Market or another national securities exchange, subject to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; |
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customary bringdown of the representations, warranties and covenants of the parties therein; and |
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the filing and obtaining of certain notices and approvals to and by the Israeli Innovation Authority. |
In
addition, the obligations of SatixFy and Merger Sub to consummate the Transactions is conditioned upon, among other things, the amount
(the “Aggregate Transaction Proceeds”) equal to (i) the aggregate amount remaining in Endurance’s trust
account after taking into account all redemptions, minus (ii) SPAC Expenses, minus (iii) Company Expenses,
plus (iv) the aggregate proceeds to SatixFy from the Debt Financing less cash expenses, plus (v) aggregate
proceeds received by SatixFy pursuant to any Permitted Interim Financing less cash expenses, plus (vi) the aggregate proceeds
to SatixFy from the PIPE Financing, plus (vii) the aggregate proceeds received by or available to SatixFy from the
Backstop Financing, if any, if entered into prior to or concurrently with the Effective Time less cash expenses, and plus (viii) $37,500,000
attributable to SatixFy’s securities that can be sold pursuant to the Equity Line of Credit being equal to or greater than $115,000,000.
Termination
The Business Combination Agreement may be terminated:
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by mutual written consent of Endurance and SatixFy; |
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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 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) 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 |
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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 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; |
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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 September 8, 2022 (the “Termination Date”); provided, that either Endurance
or SatixFy 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 Sections 6.1(b), 6.1(d), 6.1(f) of the Business Combination Agreement 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 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 proximately caused the failure to consummate the transactions contemplated by this Agreement on or
before the Termination Date, (ii) the right to terminate the Business Combination Agreement pursuant to this paragraph shall
not be available to the 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 transactions contemplated by the Business
Combination Agreement on or before the Termination Date, and (iii) the right to extend the Termination Date pursuant to this
paragraph shall not be available to any Party who is then in breach of its covenants or obligations under the Business Combination
Agreement; |
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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; |
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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 Endurance’s shareholders meeting duly convened therefor (or at any adjournment thereof taken in accordance with the Business Combination Agreement); |
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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 |
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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. |
The foregoing summary of the Business Combination
Agreement is qualified in its entirety by reference to the text of the Business Combination Agreement, which is attached as Exhibit 2.1
hereto and incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that
the respective parties thereto made to each other as of the date of the Business Combination Agreement or other specific dates. The Business
Combination Agreement has been included as an exhibit to this Current Report on Form 8-K to provide investors with information
regarding its terms. It is not intended to provide any other factual information about Endurance, SatixFy, or any other party to the Business
Combination Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in
the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the
benefit of the parties to the Business Combination Agreement, are subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination
Agreement instead of establishing these matters as facts) and are subject to standards of materiality applicable to the contracting parties
that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries
under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions
thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. Moreover,
information concerning the subject matter of the representations and warranties may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in Endurance’s public disclosures.
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 Amended and Restated Shareholders’ Agreement (the “A&R
Shareholders’ Agreement”) pursuant to which, following completion of the Transactions, SatixFy agreed to register
for resale, pursuant to Rule 415 under the Securities Act, 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 also 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.
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 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.
The foregoing summary of the A&R Shareholders’
Agreement is qualified in its entirety by reference to the text of the A&R Shareholders’ Agreement, which is attached as Exhibit 10.1
hereto and incorporated herein by reference.
Sponsor Letter Agreement
Concurrently with the execution of the
Business Combination Agreement, the Sponsor entered into a letter agreement (the “Sponsor
Letter Agreement”) in favor of SatixFy and Endurance, pursuant to which it has agreed to (i) vote all of the
Class B ordinary 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 meeting
of Endurance shareholders called to approve the Business Combination, (ii) appear at such shareholder 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 in exchange for such Endurance shares and warrants 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 Endurance’s amended and restated memorandum and articles of association) 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 shares of common stock of Endurance in connection with any shareholder approval of the Business
Combination and to waive anti-dilution protections.
The Sponsor has agreed that if the Aggregate Transaction
Proceeds (as defined below) immediately prior to the effective time of the Business Combination are equal to or greater than $115,000,000
but less than $145,000,000 then up to 10% of the Sponsor Interests will be subject to the vesting provisions set forth below. If the Aggregate
Transaction Proceeds are less than $115,000,000, then an additional 30% of the Sponsor Interests 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 150 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 7 trading days within a period of
30 consecutive trading days. |
| ● | One-third of the Unvested Sponsor Interests will vest if at any time 150 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 7 trading days within a period of
30 consecutive trading days. |
| ● | One-third of the Unvested Sponsor Interests will vest if at any time 150 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 7 trading days within a period of
30 consecutive trading days. |
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 below under “PIPE Financing,” to PIPE Investors, an equal number of the Unvested Sponsor
Interests will vest immediately.
The Aggregate Transaction Proceeds for purposes
of the Sponsor Letter Agreement are calculated as (i) the aggregate amount remaining in Endurance’s trust account after taking
into account all redemptions, minus (ii) SPAC Expenses, minus (iii) Company Expenses, plus (iv) the
aggregate proceeds to SatixFy from the Debt Financing less cash expenses, plus (v) the aggregate proceeds received by SatixFy
pursuant to any Permitted Interim Financing from any investor with whom the Sponsor or such affiliate has a material relationship and
that is first identified to SatixFy by Sponsor or such affiliate less cash expenses, plus (vi) the aggregate proceeds to SatixFy
from the PIPE Financing less cash expenses, plus (vii) the aggregate proceeds received by or available to SatixFy from the
Backstop Financing, if any, if entered into prior to or concurrently with the Effective Time less cash expenses, and plus (viii) $37,500,000
attributable to SatixFy’s securities that can be sold pursuant to the Equity Line of Credit.
The foregoing summary of the Sponsor Letter Agreement
is qualified in its entirety by reference to the text of the Sponsor Letter Agreement, which is attached as Exhibit 10.2 hereto and
incorporated herein by reference.
SatixFy Transaction Support Agreements
Concurrently
with the execution of the Business Combination Agreement, certain shareholders of SatixFy entered into transaction support agreements
(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 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 foregoing summary of the SatixFy Transaction
Support Agreements is qualified in its entirety by reference to the text of the SatixFy Transaction Support Agreements, the form of which
is attached as Exhibit 10.3 hereto and incorporated herein by reference.
PIPE Financing
Concurrently with the
execution of the Business Combination Agreement, Endurance and SatixFy entered into Unit Subscription Agreements with certain investors.
Pursuant to the Unit 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 ordinary share of SatixFy (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 Unit Subscription Agreement. Affiliates of the Sponsor agreed to purchase $10,000,000 of SatixFy units pursuant to the
Unit 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 the SatixFy,
the PIPE Investors or the warrant agent.
The PIPE Warrants
will be issued under a PIPE warrant agreement, the form of which is attached as an exhibit to the Business Combination Agreement
(the “PIPE Warrant Agreement”). 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 SPAC Warrants.
Pursuant to the terms of the Unit
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 the Escrow Account (as defined in the Unit Subscription Agreements) (collectively, the
“Escrow Shares”). To the extent that pursuant to the terms of the Unit
Subscription Agreements, any amount of Sponsor Interests deposited into the Escrow Account pursuant to Section 2 of the Unit
Subscription Agreements are released from the Escrow Account to a PIPE Investor pursuant to the terms of Section 2 of the Unit
Subscription Agreements (the “Forfeiture” and such forfeited Sponsor
Interests, the “Forfeited Sponsor Interests”), then an amount of
Unvested Sponsor Interests that remain subject to vesting equal to the Forfeited Sponsor Interests shall vest effective as of the
date any such Sponsor Interests are released from the Escrow Account to a PIPE Investor, which Unvested Sponsor Interests shall vest
on a pro rata basis as between the Sponsor Interests subject to vesting at each of the three measurement periods.
As described above, pursuant
to the terms of the Unit Subscription Agreements, SatixFy will deliver the Escrow Shares into the Escrow Account (as defined in the Unit
Subscription Agreements). The Escrow Shares will be released in pro rata portions as follows:
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In the event that the Measurement Period VWAP (as defined in the Unit Subscription Agreements) (the “Measurement Period VWAP”), is less than $10.00 per ordinary share, then the PIPE Investor shall be entitled to receive a portion of the Escrow 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 Measurement Date (as defined in the Unit Subscription Agreements), multiplied by (y) a fraction, (A) the numerator of which is $10.00 minus the Measurement Period VWAP and (B) the denominator of which is the Measurement Period VWAP. |
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In the event that the Measurement Period VWAP is less than $6.50, the Measurement Period VWAP, for the purposes of this calculation shall be deemed to be $6.50. |
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In the event that the 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. |
The sale of units to
PIPE Investors pursuant to the Unit Subscription Agreements will be consummated substantially concurrently with the closing of the Business
Combination. The Unit Subscription Agreements contain customary representations and warranties of SatixFy, Endurance, and each PIPE Investor
and contains customary conditions to closing, including the consummation of the Transactions.
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.
The foregoing summary
of the Unit Subscription Agreements and the PIPE Warrant Agreement are qualified in their entirety by reference to the text of the Unit
Subscription Agreements and the PIPE Warrant Agreement, the forms of which are filed as Exhibit 10.4 and Exhibit 10.5 hereto
and are incorporated herein by reference.
SatixFy Warrant Assumption Agreement
Immediately prior to the Effective Time, SatixFy,
Endurance and Continental Stock Transfer & Trust Company will enter into a warrant assignment, assumption and amendment agreement
(the “SatixFy Warrant Assumption Agreement”) pursuant to which, among other things, Endurance will assign all of Endurance’s
right, title and interest in and to, and SatixFy will assume all of Endurance’s liabilities and obligations under, the Warrant Agreement
dated September 14, 2021, by and between Endurance and Continental Stock Transfer & Trust Company (the “Original
Warrant Agreement”). As a result of such assignment and assumption, following the execution of the Original Warrant Agreement,
each whole Endurance warrant will be exchanged for a warrant to purchase SatixFy ordinary shares on the terms and conditions of the Original
Warrant Agreement (as amended by the SatixFy Warrant Assumption Agreement).
The foregoing summary of the SatixFy Warrant Assumption
Agreement is qualified in its entirety by reference to the text of the Warrant Assumption Agreement, the form of which is attached as
Exhibit 10.6 hereto and incorporated herein by reference.
Amended and Restated Registration Rights Agreement
Concurrently with the execution of the Business
Combination Agreement, Endurance, the Sponsor and Cantor Fitzgerald & Co. will enter into that certain Amended and Restated Registration
Rights Agreement (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.
The foregoing summary of the A&R Registration
Rights Agreement is qualified in its entirety by reference to the text of such, the form of which is attached as Exhibits 10.7 hereto,
and incorporated herein by reference.