Exhibit 10.17


 


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.


 






    


    


    

 




2.          Measurement
Periods.  The parties hereto acknowledge and agree that, notwithstanding anything in the BCA or the SLA  to the contrary
(i) in the case of the BCA, the start date for the measurement period applicable for determining the First Price Adjustment Achievement
Date, the Second Price Adjustment Achievement Date and the Third Price Adjustment Achievement Date and (ii) in the case of the SLA, the
start date for the Measurement Period applicable for determining the First Unvested Sponsor Interests Achievement Date, the Second Unvested
Sponsor Interests Achievement Date and the Third Unvested Sponsor Interests Achievement Date shall, in each case, be the date that is
forty-five (45) days following the date on which the Registration Statement (as defined in the Subscription Agreements) is declared effective
by the SEC.


 


3.          Sponsor
Transactions in Company Securities.  The parties hereto agree that if and for so long as the Sponsor implements internal policies
and procedures necessary to comply with the “information wall” requirements of Rule 10b5-1(c)(2) (“Rule 10b5-1”)
under the Securities Exchange Act of 1934, as amended, with respect to any transactions in Company securities or securities by maintaining
an “information wall” separating Richard C. Davis, a director of the Company (for so long as he serves as a director), and
all personnel of or acting on behalf of the Sponsor or any of its affiliates that have access to material nonpublic information (as such
term is used in Rule 10b5-1) about the Company or such securities from the personnel at the Sponsor who are or may be involved in any
investment decisions with respect to Company securities, then any transactions by the Sponsor in such securities shall not be subject
to the insider trading policy of the Company.   The Sponsor represents and covenants that it will institute such an “information
wall” prior to the expiration of the Lock-Up and will maintain such “information wall” during all times Richard C. Davis
serves as a director of the Company or he or any such others otherwise remains subject to the terms of the insider trading policy of the
Company.


 


4.          Effect
of Amendments and Modifications.  Except as expressly amended hereby, the BCA and the SLA 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
or the SLA, as applicable, is referred to in any agreement, document or other instrument, such reference will be to the BCA or the SLA,
as applicable, as amended by this letter agreement.  For the avoidance of doubt, each reference in the BCA and the SLA, each 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.


 


5.          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]


 






    


    


    

 




	 	Sincerely,
	 	 
	 	/s/ Yoav Leibovitch
	 	Yoav Leibovitch
	 	Chairman of the Board of Directors
	 	 
	 	/s/ David Ripstein
	 	David Ripstein
	 	Chief Executive Officer
	 	 
	 	/s/ Simona Gat
	 	Simona Gat
	 	President
	 	 
	 	/s/ Oren Harari
	 	Oren Harari
	 	Interim Chief Financial Officer


 


[Signature Page to Omnibus Amendment]


 






    


    


    

 





	ACKNOWLEDGED
    AND AGREED TO BY:	 
	 	 
	 	 
	ENDURANCE
    ANTARCTICA PARTNERS, LLC	 
	 	 	 
	By:	ADP Endurance, LLC	 
	Its:	Managing Member	 
	 	 	 
	By:	/s/ Chandra R. Patel	 
	Name:	Chandra R. Patel	 
	Title:	Managing Director	 
	 	 	 
	 	 	 
	SATIXFY MS II (f/k/a Endurance Acquisition Corp.), individually and as successor in interest to Merger Sub	 
	 	 	 
	By:	/s/ Yoav Leibovitch	 
	Name:	Yoav Leibovitch	 
	Title:	Chief Financial Officer	 


 


[Signature Page to Omnibus Amendment]