Exhibit10.17
EXECUTION VERSION
SATIXFY COMMUNICATIONS LTD.
12 Hamada Street
Rehovot, 7670315 Israel
December 8, 2022
Endurance Antarctica Partners, LLC
630 Fifth Avenue, 20th Floor
New York, NY 10011
Attention: Chandra Patel
Re:Resolution of Lock-Up Waiver and Certain Acknowledgments
Ladies and Gentlemen:
Reference is made to that certain (i) Business Combination Agreement, dated as of March 8, 2022 (the “BCA”), by and among SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), SatixFy MS, a Cayman Islands exempted company and a direct, wholly owned subsidiary of the Company (“Merger Sub”), and Endurance Acquisition Corp, a Cayman Islands exempted company (“SPAC”), pursuant to which, on October 27, 2022 (the “Closing Date”), Merger Sub merged with and into SPAC, with SPAC continuing as the surviving company under the name “SatixFy MS II” (the “Surviving Company”), and (ii) Sponsor Letter Agreement, dated as of March 8, 2022 (the “SLA”), by and among the Company, SPAC and Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), related to the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meaning given to them in the BCA or SLA, as applicable.
In consideration for the mutual promises made herein and other good and valuable consideration, each of the Company, the Surviving Company and the Sponsor, as applicable, agree to the following:
1.Lock-Up Waiver; Certain Acknowledgements. In consideration for the mutual promises made herein and other good and valuable consideration, the Company hereby waives the provisions of Section 3 of the SLA solely to permit the exercise of 3,364,904 Assumed Warrants not subject to vesting held by Sponsor as the date hereof (such Assumed Warrants, the “Exempted Warrants”) on a cashless exercise basis for 2,000,000 Ordinary Shares of the Company. Sponsor acknowledges and agrees that, notwithstanding anything in the SLA or the BCA to the contrary, and in consideration for the waiver of Section 3 of the SLA with respect to the Exempted Warrants, (i) the Ordinary Shares received by the Sponsor upon the exercise of the Exempted Warrants shall be “Lock-Up Interests” for all purposes of the SLA, including, for the avoidance of doubt, the restrictions set forth in Section 3 of the SLA, (ii) the Sponsor shall not, until the date that is six months from the Closing Date, exercise any Assumed Warrant, whether vested or unvested, held by Sponsor that is not an Exempted Warrant, and (iii) any Assumed Warrant that is unvested shall not be exercisable until (a) such Assumed Warrant vests in accordance with its terms and (b) the Lock-Up expires.; provided, however, that in the case of subclauses (ii) and (iii) above, in connection with any redemption exercised by the Company of the Assumed Warrants (as defined in the SLA), the Sponsor or its Permitted Transferees and/or Lock-Up Permitted Transferees, as applicable, shall be permitted to exercise any such Assumed Warrant, whether vested or unvested, in accordance with the terms of the Warrant Agreement as if the Sponsor or its Permitted Transferees, or Lock-Up Permitted Transferees, as applicable, exercised on December 4, 2022.
