Exhibit 10.1


 


AMENDMENT NO. 1


to


SPONSOR
LETTER Agreement


 


This Amendment No. 1
to the Sponsor Letter Agreement (this “Amendment”) is made as of June 13, 2022, by and among Endurance Antarctica
Partners, LLC, a Cayman Islands limited liability company (the “Sponsor”), Endurance Acquisition Corp., a Cayman Islands
exempted company (the “SPAC”), and SatixFy Communications Ltd., a limited liability company organized under the laws
of the State of Israel (the “Company”). Capitalized terms used, but not otherwise defined herein, shall have the meaning
given to them in the BCA (as defined below).


 


WHEREAS,
on March 8, 2022, the SPAC, the Company and certain other Persons entered into that certain Business Combination Agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “BCA”);


 


WHEREAS,
contemporaneously with the execution and delivery of the BCA, the Sponsor, the SPAC and the Company entered into that certain Sponsor
Letter Agreement dated March 8, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance
with its terms, the “Sponsor Letter Agreement”);


 


WHEREAS,
pursuant to Section 15 of the Sponsor Letter Agreement, which incorporates by reference Section 8.3 of the BCA, mutatis mutandis,
the Sponsor Letter Agreement may be amended or modified only by a duly authorized agreement in writing executed
by each of the Parties in the same manner as the Sponsor Letter Agreement and which makes reference to the Sponsor Letter Agreement;
and


 


WHEREAS,
each of each of the Sponsor, the SPAC and the Company desire to amend the Sponsor Letter Agreement in order to revise the limitations
applicable to SPAC Working Capital Loans.


 


NOW,
THEREFORE, in consideration for the mutual promises made herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Sponsor, the SPAC and the Company hereby agree to amend the Sponsor Letter Agreement
as follows:


 


1.            Amendment
to Section 8 of the Sponsor Letter Agreement. Section 8 of the Sponsor Letter Agreement is hereby amended and restated in
its entirety to read: “With respect to any SPAC Working Capital Loan (or other similar loan of funds) that is or may be convertible
into warrants or other securities (derivative or otherwise) of the SPAC, the Company or any of their respective Subsidiaries, the SPAC
and the Sponsor hereby agree, and shall take such actions within its power so as to ensure, that no more
than $200,000 of such SPAC Working Capital Loans shall be converted into such warrants or other securities (derivative or otherwise),
notwithstanding any applicable provisions of the Warrant Agreement, the Assumed Warrant Agreement or any other Contract.”


 


2.            Effect
of Amendments and Modifications. Except as expressly amended hereby, the Sponsor Letter Agreement shall remain unaltered and in full
force and effect and the respective terms, conditions or covenants thereof are hereby in all respects confirmed. Whenever the Sponsor
Letter Agreement is referred to in any agreement, document or other instrument, such reference will be to the Sponsor Letter Agreement
as amended by this Amendment. For the avoidance of doubt, each reference in the Sponsor Letter
Agreement, as amended hereby, to “the date hereof”, the “date of this Agreement”
and derivations thereof and other similar phrases shall continue to refer to March 8, 2022.


 


3.            Miscellaneous.
Sections 8.5, 8.7, 8.10, 8.11, 8.15 and 8.16 of the BCA are incorporated herein by reference, mutatis mutandis.


 






    


     


    

 


IN
WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed on its behalf as of the day and year first above
written.


 


 


	 	ENDURANCE ANTARCTICA PARTNERS, LLC
	 	 
	 	By: ADP Endurance, LLC
	 	Its: Managing Member
	 	 
	 	By:	/s/ Chandra R. Patel
	 	 	Name: Chandra R. Patel
	 	 	Title: Managing Director
	 	 	 
	 	 	 
	 	ENDURANCE ACQUISITION CORP.
	 	 
	 	By:	/s/ Richard C. Davis
	 	 	Name: Richard C. Davis
	 	 	Title: Chief Executive Officer


 


[Signature Page to Amendment No. 1 to
the Sponsor Letter Agreement]


 






    


     


    

 


	 	SATIXFY COMMUNICATIONS LTD.
	 	 
	 	 
	 	By:	/s/ Yoav Leibovitch
	 	 	Name: Yoav Leibovitch
	 	 	Title: Chief Financial Officer


 


[Signature Page to Amendment No. 1 to
the Sponsor Letter Agreement]