REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2021, is made and entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between ENDURANCE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: September 14, 2021 ENDURANCE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
The undersigned, Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald)) as follows:
WARRANT AGREEMENT between ENDURANCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 17th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2021, is by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 17th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2021 by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 27th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Endurance Acquisition Corp. 71 Fort Street, George Town, Grand Cayman KY1-1106, Cayman IslandsSecurities Subscription Agreement • August 27th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 5,750,000 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INDEMNITY AGREEMENTIndemnification Agreement • August 27th, 2021 • Endurance Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • September 17th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2021 (this “Agreement”), is entered into by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Purchaser”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • New York
The Subscriber is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) if it is an entity that meets any one of the following categories at the time of the sale of securities to the Subscriber (Please check the applicable subparagraphs):
AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholders' Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”), is made as of March 8, 2022 by and among SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (registered number 516135035, the “Company”), Endurance Acquisition Corp., a Cayman Islands exempted company (“SPAC”) and the Holders (as defined below) who have executed a signature page or Joinder Agreement (as defined below) to this Agreement (including the Prior Agreement). Capitalized terms used and not otherwise defined herein will have the meaning given such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 1 to Business Combination AgreementBusiness Combination Agreement • June 13th, 2022 • Endurance Acquisition Corp. • Blank checks
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).
INVESTMENT AGREEMENTInvestment Agreement • August 27th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and among (i) Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), (ii) Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), and (iii) the investors listed on the signature pages hereto (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and, for the elimination of doubt, such fund or account shall, severally and not jointly, be the Investor hereunder.
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of March 8, 2022, is made by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). The Sponsor, SPAC and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Endurance Acquisition Corp. 630 Fifth Avenue, 20th Floor New York, NY 10111Administrative Services Agreement • September 17th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
This letter agreement by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Antarctica Data Partners, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-259098) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 1 to SPONSOR LETTER AgreementSponsor Letter Agreement • June 13th, 2022 • Endurance Acquisition Corp. • Blank checks
This Amendment No. 1 to the Sponsor Letter Agreement (this “Amendment”) is made as of June 13, 2022, by and among Endurance Antarctica Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), and SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). Capitalized terms used, but not otherwise defined herein, shall have the meaning given to them in the BCA (as defined below).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assumption Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [●], 2022, by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (“TopCo”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Endurance Acquisition Corp. 630 Fifth Avenue, 20th FloorUnderwriting Agreement • August 27th, 2021 • Endurance Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of [●] of the Company’s units (including up to [●] units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a p
COMPANY SHAREHOLDER SUPPORT AGREEMENTShareholder Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • Delaware
THIS COMPANY SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of March 8, 2022, is entered into by and among Endurance Acquisition Corp., a Cayman Islands exempt company (“SPAC”), SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of March 8, 2022 to be effective as of the Closing (as defined in the Business Combination Agreement) and entered into by and among Endurance Acquisition Corp. (the “SPAC”), Endurance Antarctica Partners, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”). Capitalized terms used and not otherwise defined herein shall have the meaning given to such terms in the A&R Shareholders’ Agreement (as defined below).
Endurance Acquisition Corp. 630 Fifth Avenue, 20th Floor New York, NY 10111 Re: Initial Public OfferingUnderwriting Agreement • September 17th, 2021 • Endurance Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as representative of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased by the Underwriters to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on For
WARRANT AGREEMENT between SATIXFY COMMUNICATIONS LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and between SatixFy Communications Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
PRIVATE WARRANTS PURCHASE AGREEMENTPrivate Warrants Purchase Agreement • September 9th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
THIS PRIVATE WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (this “Agreement”), is entered into by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG ENDURANCE ACQUISITION CORP., SATIXFY MS, AND SATIXFY COMMUNICATIONS LTD. DATED AS OF MARCH 8, 2022Business Combination Agreement • March 8th, 2022 • Endurance Acquisition Corp. • Blank checks • Delaware
Endurance Acquisition Corp. 630 Fifth Avenue, 20th Floor New York, NY 10111Administrative Services Agreement • August 27th, 2021 • Endurance Acquisition Corp. • Blank checks • New York
This letter agreement by and between Endurance Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Antarctica Data Partners, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
