CERTAIN IDENTIFIED CONFIDENTIAL INFORMATION MARKED [***] HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS (I) THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL AND (II) NOT MATERIAL.

Exhibit 4.1

Schedule “A”	Illustrative Calculation (Working Capital)
Schedule “B”	Warranties of the Seller
Schedule “C”	Warranties of the Purchaser
Schedule “D”	Form of Non-Competition Agreement
Schedule “E”	Form of Investor Rights Agreement
Schedule “F-1”	Form of SIL Promissory Note I
Schedule “F-2”	Form of SIL Promissory Note II
Schedule “F-3”	Form of SUK Promissory Note
Schedule “G”	Form of License Agreement
Schedule “H”	Form of Escrow Service Agreement
Schedule “I”	Form of Master Purchase Agreement
Schedule “J”	Form of Transition Services Agreement
Schedule “K”	Form of Digital Payload License Agreement
Schedule “L”	ITA Withholding Certificate
Schedule “M”	Security Agreements

(1)	MDA SPACE AND ROBOTICS LIMITED, a private limited company organized under the laws of England and Wales (the “Purchaser”); and

(2)	SATIXFY COMMUNICATIONS LTD., a limited liability company organized under the laws of the State of Israel (the “Seller”).

(A)	The Seller is the registered and beneficial owner of all of the outstanding ordinary shares in the capital of SatixFy Space Systems UK Ltd. (the “Corporation”), a private limited company formed under the laws of England and Wales.

(B)	The Seller wishes to sell all of the outstanding ordinary shares in the capital of the Corporation and the Purchaser wishes to purchase such shares, following the Pre-Closing Reorganization, on and subject to the terms and conditions set out in this Agreement.

1.1	Definitions

(a)

in respect of the Corporation which is incorporated in the United Kingdom such “prevention procedures” as it is reasonable to expect the relevant entity to have in place to ensure compliance with, and prevent and detect offences under, Part 3 of the Criminal Finances Act 2017 (defined also as “prevention procedures” in section 45 of the Criminal Finances Act 2017);

(b)

in respect of the Corporation which is incorporated in the United Kingdom such procedures as it is reasonable to expect the relevant entity to have in place to prevent and detect offences under the Bribery Act 2010; and

(c)

in respect of the Corporation such policies, procedures, processes and systems designed to ensure, and which are reasonably expected to ensure and to continue to ensure, compliance with, and prevent and detect breaches of, all applicable Financial Crime Laws.

(a)

who performs or has performed services (including within the meaning of section 8 of the Bribery Act 2010) for such entity;

(b)

from whose activity, practice, conduct, action or failure to act, such entity has, directly or indirectly, received a benefit; or

(c)

who otherwise acts on behalf of such entity in any capacity,

(a)

is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, financial condition, prospects or liabilities (contingent or otherwise) of the Corporation as currently conducted, except any such change, event, occurrence, effect, state of facts or circumstances resulting from or arising in connection with:

(i)

any change or development generally affecting the industries in which the Seller and its Affiliates operate;

(ii)

any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, business, regulatory, political or market conditions or in national or global financial, currency, securities or credit markets;

(iii)

pandemics, epidemics or other similar disease outbreaks;

(iv)

any change in Law, IFRS or regulatory accounting or Tax requirements, or in the interpretation, application or non-application of the foregoing by any Governmental Authority;

(v)

any action taken (or omitted to be taken) by the Seller and its Affiliates that is required or expressly permitted by this Agreement or upon the written request or with the written consent of the Purchaser;

(vi)

any failure by the Seller and its Affiliates to meet any internal or published projections, forecasts, guidance or estimate of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred); or

(vii)

the execution or performance of this Agreement or the implementation and completion of the Transactions, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Seller and its Affiliates with any Governmental Authority or any of its current or prospective Employees, customers, security holders, financing sources, vendors, distributors, suppliers, counterparties, partners, licensors or lessors;

(A)

with respect to paragraphs (i) through to and including (iv) above, only to the extent that such matter does not have a disproportionate effect on the Corporation relative to other comparable companies and entities operating in the industries in which the Seller and its Affiliates operate; and

(B)

references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred; or

(b)

prevents or materially impairs or delays (or would reasonably be expected to prevent or materially impair or delay) the ability of the Seller to consummate the Transactions on a timely basis.

(a)

that, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect;

(b)

relating, directly or indirectly, to any material Indebtedness;

(c)

relating directly or indirectly to the guarantee of any material liabilities or obligations of any Person;

(d)

restricting the incurrence of Indebtedness (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Corporation;

(e)

under which the Corporation is obligated to make or expects to receive payments in excess of $75,000 in any 12 month period;

(f)

that creates an exclusive dealing arrangement or right of first offer or refusal or most favoured nation status;

(g)

providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset (including any of the foregoing where the transaction has closed and the Corporation has any existing indemnification, earn-out or other obligations in relation thereto) where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $75,000;

(h)

providing for the establishment, investment in, organization or formation of any joint venture, limited liability company, partnership or other similar arrangement;

(i)

which is not terminable by the Corporation upon notice of six (6) months or less and under which the Corporation is obligated to make or expects to receive;

(j)

in respect of Contracts with a remaining term of twelve (12) months or more, annual payments in excess of $75,000 per annum or $175,000 in aggregate over the term of the Contract;

(k)

in respect of Contracts with a remaining term of less than twelve (12) months, payments in excess of $75,000 in aggregate over the remaining term of the Contract;

(l)

that is a collective bargaining agreement, a labour union Contract or any other memorandum of understanding or other agreement with a union;

(m)

that contains any material exclusivity or non-solicitation obligations of the Corporation;

(n)

that limits or restricts in any material respect (i) the ability of the Corporation to engage in any line of business or carry on business in any geographic area, or (ii) the scope of persons to whom the Corporation may sell or deliver products;

(o)

with a Governmental Authority for a value in excess of $75,000;

(p)

providing for severance or change in control payments in excess of $75,000;

(q)

relating to Export Control Laws;

(r)

relating to Intellectual Property rights (including the sharing or transfer of such rights and including software), but excluding “click-through”, “shrink-wrapped” or other off-the-shelf software licenses where the Corporation is the licensee; and

(s)

that is otherwise material to the Corporation.

(a)

listed on a Sanctions List;

(b)

located or resident in or incorporated under the laws of a country or territory that is subject to Sanctions (“Sanctioned Country or Territory”);

(c)

that is, or is part of, the government of a Sanctioned Country or Territory or any political subdivision, body, agency or instrumentality thereof; or

(d)

owned or controlled by, or acting on behalf of, any of the foregoing; or otherwise a target of Sanctions.

(a)

the United Nations;

(b)

the United States;

(c)

the European Union or any of its member states;

(d)

the United Kingdom; and

(e)

the respective governmental, judicial or regulatory institutions, departments, authorities and agencies of any of the foregoing or any other relevant jurisdiction, including the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the US Department of State, the UN Security Council and the Office of Financial Sanctions Implementation, part of HM Treasury (“OFSI”) (together, the “Sanctions Authorities”, and each a “Sanctions Authority”).

(a)

the consolidated United Nations Security Council sanctions list;

(b)

the specially designated nationals and blocked Persons list and the sectoral sanctions identifications list maintained by OFAC;

(c)

the consolidated list of Persons, groups and entities subject to European Union sanctions maintained by the European External Action Service;

(d)

the consolidated list of financial sanctions targets maintained by OFSI; or

(e)

any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority,

1.2	Gender and Number

1.3	Certain Phrases and Calculation of Time

(a)

In this Agreement:

(i)

the words “including” and “includes” mean “including (or includes) without limitation”; and

(ii)

in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding” and if the last day of any such period is not a Business Day, such period shall end on the next Business Day.

(b)

When calculating the period of time “within” which or “following” which any act or event is required or permitted to be done, notice given or steps taken, the date which is the reference date in calculating such period is to be excluded from the calculation. If the last day of any such period is not a Business Day, such period shall end on the next Business Day.

(c)

Without limiting the generality of the foregoing, whenever payments are to be made or an action taken on a day which is not a Business Day, such payment shall be made or such action taken on the next Business Day.

1.4	Other Terms

(a)

the words “real property” include immovable property;

(b)

the words “personal property” include movable property;

(c)

the phrases “the aggregate of”, “the total of” and “the sum of” and phrases of similar meaning mean “the aggregate (or total or sum), without duplication, of”;

(d)

the words “hereof”, “herein”, “hereunder” and “hereto” and similar expressions refer to this Agreement as a whole;

(e)

the word “or” is not exclusive;

(f)

the words “delivered”, “made available” and “furnished” and similar expressions mean that the information, document or materials referred to have been physically or electronically (included through the Intralinks virtual data room in respect of the Transactions established by the Seller) delivered or made available to the relevant Parties;

(g)

the words “executed” and “signed” include electronic signatures and execution thereby, and an electronic signature shall have the same legal effect, and be as valid and enforceable, as a manually executed signature;

(h)

references to clauses, Sections, paragraphs and Schedules are to clauses of, to sections of, to paragraphs of and to Schedules to, this Agreement and references to this Agreement include its Schedules;

(i)

the phrase “to the extent” shall mean, “if, but only to the extent”; and

(j)

any reference to “indemnity” or “indemnification” shall include, save where expressly stated otherwise, the covenant to pay under Section 9.2.

1.5	Headings, etc.

1.6	References to the Seller Disclosure Letter and Schedules

(a)

If a matter is said to be set out, disclosed, listed, described or reflected in a particular section of the Seller Disclosure Letter, it is deemed to have been sufficiently disclosed to the Purchaser only if such matter is described in the Seller Disclosure Letter with sufficient particularity to enable the Purchaser to identify the nature and scope of the matter disclosed in that particular section of the Seller Disclosure Letter or there is, in that particular section, a specific cross-reference to another section of the Seller Disclosure Letter in which such matter was so disclosed;

(b)

Nothing set out in the Seller Disclosure Letter establishes a standard of materiality; and

(c)

The Seller Disclosure Letter and the Schedules form an integral part of this Agreement.

1.7

Currency

1.8

Knowledge

1.9	Accounting Terms

1.10	Statutory References

1.11	No Presumption

1.12	Governing Law

(a)

This Agreement is governed by and is to be interpreted and enforced in accordance with the laws of England and Wales.

(b)

Subject to the dispute resolution provisions of this Agreement, each of the Parties irrevocably attorns and submits to the non-exclusive jurisdiction of the courts of England and Wales in any action or proceeding arising out of, or relating to, this Agreement. Each of the Parties waives objection to the venue of any action or proceeding in such court or any argument that such court provides an inconvenient forum.

(c)

The Seller appoints SatixFy UK as agent for service of any process with respect to any matter arising under or related to the Agreement, any other Transaction Document or any Specified Agreement.

(d)

Each of the Parties irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of, or related to, this Agreement, any other Transaction Document or any Specified Agreement.

(e)

The Purchaser shall not be obliged to complete the purchase of any of the Purchased Shares unless the purchase of all of the Purchased Shares is completed simultaneously.

2.1	Purchase and Sale

(a)

Subject to the terms and conditions of this Agreement, the Seller covenants and agrees to sell with full title guarantee, assign, transfer and deliver to the Purchaser and the Purchaser covenants and agrees to purchase and acquire from the Seller on the Closing Date, the Purchased Shares.

(b)

Title to, beneficial ownership of, and any risk attaching to, the Purchased Shares shall pass on Closing together with all associated rights and benefits attaching or accruing to them on or after Closing.

(c)

The Seller irrevocably waives any rights of pre-emption conferred on it by the articles of association of the Corporation or otherwise over any of the Purchased Shares.

2.2	Purchase Price

2.3	Payment of the Purchase Price

(a)

at Closing, all in accordance with the terms and conditions of Articles 6 and 7, by wire transfer of immediately payable funds to the Seller’s nominated account set out in Section 2.3(a) of the Seller Disclosure Letter, the Purchaser shall pay to the Seller an amount equal to the Purchase Price less the Holdback Amount and less any amount, if at all, required to be withheld pursuant to the provisions of Section 2.5 below (the “Closing Payment”); and

(b)

the Holdback Amount shall be withheld by the Purchaser for the purpose of allowing Purchaser to recover therefrom in accordance with the terms hereof. Subject to the terms of this Agreement, the Holdback Amount shall be reduced by the amount of indemnification claims by the Purchaser against the Seller pursuant to Sections 9.1 or 9.2 of this Agreement, to the extent such indemnification claims are not otherwise satisfied prior to the Holdback Expiration Date. On the date that is ten (10) Business Days after the Holdback Expiration Date, the Purchaser shall deliver to the Seller’s nominated account set out in Section 2.3(a) of the Seller Disclosure Letter the portion of the Holdback Amount then remaining that is in excess of any Unresolved Claims. Upon the final resolution of any such Unresolved Claims, the Purchaser shall deliver to the Seller’s nominated account set out in Section 2.3(a) of the Seller Disclosure Letter, if any) an amount equal to the positive difference, if any, of the (i) amount retained by the Purchaser under this Section 2.3(b) to satisfy such Unresolved Claims and (ii) the Damages as finally determined in respect of such Unresolved Claims.

2.4	Adjustment of Purchase Price

(a)

Within ninety (90) days following the Closing Date, the Purchaser shall prepare and deliver to the Seller a draft statement of Working Capital and Indebtedness (the “Draft Working Capital Statement”) as of the Closing Time. The Draft Working Capital Statement is to be prepared in accordance with IFRS applied on a basis consistent with the Illustrative Calculation. The Seller shall provide the Purchaser and its representatives access, upon every reasonable request, to all work papers and accounting Books and Records relating to the Corporation in the possession of the Seller or its representatives, to assist the Purchaser in the preparation of the Draft Working Capital Statement.

(b)

After delivery of the Draft Working Capital Statement, the Purchaser shall provide the Seller and its representatives access, upon every reasonable request, to all work papers of the Purchaser, accounting Books and Records of the Corporation and the appropriate personnel to the extent necessary to verify the accuracy, presentation and other matters relating to the calculation of Working Capital and Indebtedness and the preparation of the Draft Working Capital Statement. Within thirty (30) days following receipt of the Draft Working Capital Statement, the Seller shall notify the Purchaser in writing if it has any objections thereto. The notice of objection must include statements describing the basis of each of the Seller’s objections and each amount in dispute. The Seller is deemed to have accepted the Draft Working Capital Statement as the final statement of Working Capital and Indebtedness if it has not delivered a notice of objection containing the required information to the Purchaser within the specified period of thirty (30) days.

(c)

If the Seller disputes the Draft Working Capital Statement, the Parties shall work expeditiously and in good faith in an attempt to resolve such dispute within a further period of twenty (20) days after delivery of the notice of objection by the Seller to the Purchaser. If the Parties fail to reach a resolution, the dispute will be submitted for determination to an independent national firm of certified professional accountants mutually agreed to by the Seller and the Purchaser. The determination of the accounting firm will be final and binding upon the Parties and will not be subject to appeal, absent manifest error; provided however that the accounting firm will be bound by the methodology used in the Illustrative Calculation in making any determination and shall only rule on those matters set out in the dispute notice provided under this Section 2.4(c). For these purposes, the appointed accountants are deemed to be acting as experts and not as arbitrators.

(d)

The Seller and the Purchaser shall each bear the fees and expenses of their respective auditors, if any, in preparing or reviewing the Draft Working Capital Statement. If an accounting firm is retained to resolve a dispute, the costs and expenses of such firm will be borne equally by the Seller and the Purchaser. However, the Seller and the Purchaser shall each bear their own costs in presenting their respective cases to such firm.

(e)

Immediately following the thirty (30) day period referred to in Section 2.4(b) or the resolution of any dispute in accordance with Section 2.4(c), the Purchaser shall deliver to the Seller the final statement of Working Capital and Indebtedness (the “Final Working Capital Statement”) setting out the Final Working Capital Amount and Final Indebtedness amount which will be final and binding upon the Parties and will not be subject to appeal, absent manifest error.

(f)

The Purchase Price will be: (i) increased or decreased, as the case may be, dollar-for-dollar, to the extent that the Final Working Capital Amount is more or less than the Target Working Capital Amount; and (ii) decreased dollar-for-dollar to the extent of the Final Indebtedness.

(g)

If there is a decrease in the Purchase Price, the Seller shall pay to the Purchaser the amount by which the decreased Purchase Price is less than the original Purchase Price within ten (10) Business Days after delivery of the Final Working Capital Statement.

(h)

If there is an increase in the Purchase Price, the Purchaser shall pay to the Seller the amount by which the increased Purchase Price exceeds the original Purchase Price within ten (10) Business Days after delivery of the Final Working Capital Statement.

(i)

The determination and adjustment of the Purchase Price in accordance with the provisions of this Section 2.4 do not limit or affect any other rights or causes of action which either the Purchaser or the Seller may have with respect to warranties, covenants and indemnities in its favour contained in this Agreement.

2.5	Israeli Tax Withholding

(a)

Seller warrants to the Purchaser that attached hereto as Schedule “L” is a withholding certificate duly issued to the Seller by the Israeli Tax Authority and delivered to the Purchaser (the “ITA Withholding Certificate”) and valid at the Closing. Purchaser shall release to the Seller the Purchase Price and any other amounts payable to the Seller hereunder in accordance with the provisions of the ITA Withholding Certificate.

(b)

In addition to the provisions of Section 2.5(a):

(i)

To the extent that following the Closing, the Holdback Amount, any portion thereof or any other amount becomes payable to the Seller hereunder (collectively, the “Additional Amounts”) and, on such date or dates (as applicable, a “Post-Closing Release Date”), the ITA Withholding Certificate shall not be valid, the Seller shall deliver to the Purchaser on or before such date a certification or ruling duly issued by the Israeli Tax Authority in a customary form and substance, (i) exempting the Purchaser from the duty to withhold Israeli Tax with respect to such amount, (ii) determining the applicable rate of Israeli Tax to be withheld from such amount or (iii) providing the Purchaser with any other instructions regarding the payment or withholding with respect to such amount in a customary form and substance (a “Valid Post-Closing Withholding Certificate”). A certificate duly issued to the Seller under the Israeli Income Tax Regulations (Withholding from Payments for Services or Assets, 1977) and valid at the Post-Closing Release Date shall be deemed as a Valid ITA Post-Closing Withholding Certificate. In such an event, Purchaser shall release to the Seller the Additional Amounts payable to the Seller hereunder in accordance with the provisions of the Valid Post-Closing Withholding Certificate

(ii)

If a Valid Post-Closing Withholding Certificate is not delivered to the Purchaser on or prior to the applicable Post-Closing Release Date, the Purchaser and the Seller shall appoint a mutually acceptable Israeli paying agent and enter into a paying agent agreement, in the form and substance reasonably acceptable to the Purchaser and the Seller and pursuant to the provisions of section 6.2 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Israeli Paying Agent Agreement”), which shall include an undertaking by such Israeli paying agent as required under section 6.2.4.3 of such Income Tax Circular and a customary one hundred and eighty (180) days mechanism from the applicable Post-Closing Release Date to approach the Israeli Tax Authority and obtain a Valid Post-Closing Withholding Certificate as shall be further detailed in such paying agent agreement. The Israeli paying agent so appointed will: (i) hold and release any portion of the applicable amount pursuant to the Israeli Paying Agent Agreement and (ii) be responsible for any Israeli Tax withholding from any portion of such amount, only in accordance with applicable Israeli Law and subject to the provisions of the Israeli Paying Agent Agreement.

3.1	Warranties of the Seller

(a)

Except as set forth in the correspondingly numbered paragraph of the Seller Disclosure Letter, the Seller warrants to the Purchaser as set forth in Schedule “B” and acknowledges and agrees that the Purchaser is relying upon such warranties in connection with the entering into of this Agreement.

(b)

Each of the paragraphs in Schedule “B” shall be construed as a separate and independent warranty and the Purchaser shall have a separate claim and right of action in respect of every breach of a warranty, in each case, subject to Section 9.6(c).

3.2	Warranties of the Purchaser

4.1	Access for Due Diligence

(a)

cause the Corporation (and any other Affiliates of the Seller) to give the Purchaser and its accountants, financial and legal advisers and other representatives (including any insurance company) access as the Purchaser may reasonably request to its personnel, premises, suppliers, customers, Books and Records, Corporate Records, Tax Returns, Contracts and other Assets (in each case, except for Purchaser Excluded Materials); and

(b)

provide the Purchaser with such information relating to the Corporation, the Assets, the Purchased Shares and the business of the Corporation as the Purchaser may reasonably request (in each case, except for Purchaser Excluded Materials).

4.2	Transaction Personal Information

4.3	Confidentiality

4.4	Conduct of Business Prior to Closing

(a)

The Seller covenants and agrees that, during the period from the date of this Agreement until the earlier of Closing and the time that this Agreement is terminated in accordance with its terms, except (i) as expressly required or expressly permitted by this Agreement, (ii) as reasonably required by applicable Law, (iii) as required in connection with the Pre-Closing Reorganization, or (iv) with the prior written consent of the Purchaser, the Seller shall cause the Corporation to and that the Corporation shall: (A) conduct its business in the Ordinary Course, (B) use its Commercially Reasonable Efforts to maintain its business organization, goodwill and assets to keep available the services of the Employees and satisfactory relationships with others having business relationships with the Corporation, (C) comply in all material respects with the terms of all Material Contracts and with applicable Laws, and (D) not make any material change in its business, assets, liabilities, operations, capital or affairs. Without limiting the generality of the foregoing, during such above-mentioned time period and subject to such above-mentioned exceptions, the Corporation shall not, directly or indirectly:

(i)

amend or otherwise change or modify its constating documents;

(ii)

reduce the stated capital or adjust, split, reverse split, subdivide, combine, constitute, reclassify, modify or amend any shares in the capital of the Corporation (including the Purchased Shares) or other securities of the Corporation, including any debt securities, options, equity or equity-based compensation, restricted capital, restricted capital units, warrants, convertible securities or other rights of any kind to acquire any of such securities (if any);

(iii)

declare, set aside, make or pay any dividend or other distribution (whether in cash, capital or property or any combination thereof) with respect to the Corporation’s securities;

(iv)

redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire, directly or indirectly, any shares in the capital of the Corporation (including the Purchased Shares) or other securities of the Corporation;

(v)

enter any Contract with, or make any payment to, any party not dealing at arm’s length with the Corporation including, for certainty, relating to or derived from any RDEC.

(vi)

(i) adopt a plan of liquidation or resolution providing for the liquidation, dissolution or winding up of the Corporation, (ii) reorganize, merge, combine or amalgamate with any Person or (iii) (A) acquire (by merger, consolidation, acquisition of shares or assets or otherwise), sell, pledge, lease, dispose of, mortgage, licence, transfer or otherwise encumber or agree to do any of the foregoing, directly or indirectly, in one transaction or in a series of related transactions, in respect of any Person, assets, securities, properties, interests or businesses, other than (x) routine purchase orders in the Ordinary Course, or (y) the acquisition, sale, lease or other transfer of inventories for resale or use by the Corporation or its customers in the Ordinary Course, or (z) in respect of obsolete, damaged or destroyed assets, (B) make any investment or agree to make any investment, directly or indirectly, in one transaction or in a series of related transactions, either by purchase of shares or securities, contributions of capital or otherwise, or (C) purchase any property or assets of any other Person;

(vii)

enter into, or resolve to enter into, any agreement that has the effect of creating a joint venture, partnership, shareholders’ agreement, profit-sharing arrangement, collaboration agreement, co-development agreement or similar relationship;

(viii)

engage in any transaction with any Employee, director or contractor of the Corporation or any of their respective Affiliates or associates other than to retain such Person’s services in the Ordinary Course;

(ix)

issue, grant, transfer, deliver, sell, pledge, dispose of, mortgage, licence or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge, disposal, mortgaging, licencing or encumbrance of or create any derivative interest in, any shares in the capital of the Corporation or other equity or voting interests of the Corporation, or any options, deferred share units, warrants or similar rights exercisable or exchangeable for or convertible into, or otherwise evidencing a right to acquire such securities or other equity or voting interests (if any), or any share appreciation rights, phantom share awards or other rights that are linked to the price or the value of the Purchased Shares upon the exercise or settlement of the currently outstanding options (if any);

(x)

save for the Closing RSUs, accelerate the vesting of any option (if any);

(xi)

make or commit to make any capital expenditures (as defined in accordance with IFRS) during the remaining portion of the current fiscal year which in the aggregate exceed [***];

(xii)

commence, cancel, waive, release, assign, settle or compromise any proceeding (including any insurance claim), in whole or in part (i) relating to the assets or the business of the Corporation, other than as results solely in monetary obligations involving payment (without admission of wrongdoing) by the Corporation of an amount not greater than [***] (net of insurance proceeds) in the aggregate, or (ii) brought by any present, former or purported holder of securities of the Corporation in connection with the Transactions;

(xiii)

except as provided herein, (i) prepay, discharge or satisfy any indebtedness for borrowed money before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof, or (ii) (A) before due and owing, pay, discharge or satisfy, or (B) waive, release, assign, settle or compromise, any material claims or material liabilities (including any proceedings by any Governmental Authority);

(xiv)

incur any Indebtedness in excess of, individually or in the aggregate, [***];

(xv)

make or forgive any loan or advance to, or any capital contribution or investment in, or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, indirectly, contingently or otherwise) with respect to any material liabilities or obligations of, any other Person, including any current or former director, officer, Employee, contractor or agent of the Corporation (other than with respect to accounts payable to trade creditors in the Ordinary Course);

(xvi)

enter into any interest rate, currency, equity or commodity swaps, ▇▇▇▇▇▇, derivatives, forward sales Contracts or similar financial instruments other than in the Ordinary Course;

(xvii)

except as required by Law: (i) adopt, enter into, materially amend or terminate any contracts of employment (or any plan, policy, program, Contract, arrangement or agreement that would be a contract of employment if it were in effect on the date hereof); (ii) grant, accelerate, increase or otherwise amend any compensation, salary or other remuneration, payment, bonus, award, profit sharing distribution or other benefit payable to, or for the benefit of, any current or former Employee, contractor or director, other than as required pursuant to an existing contract of employment as in force on the date hereof, applicable Law or as it relates to de minimis employee benefits; (iii) hire, engage, promote or terminate (other than for cause) the employment or engagement of, any Employee, contractor or director, in any case, other than in the Ordinary Course for Employees or contractors whose annual base compensation does not exceed (or will not exceed) [***];

(xviii)

negotiate or enter into any union recognition agreement, collective bargaining agreement, union agreement or similar agreement with any trade union or representative body;

(xix)

negotiate, amend, extend, renew or modify in any material respect, voluntarily terminate, cancel, waive any material right under or release or assign any material rights under any Material Contract, or enter into any Contract that would be a Material Contract if in effect on the date hereof, or fail to enforce upon any material breach of any Material Contract of which it becomes aware, or breach, violate or be in default in any material respect under any Material Contract without curing such breach, violation or default;

(xx)

[***]

(xxi)

make, amend or rescind any material express or deemed Tax election, settle or compromise any material Tax Proceeding, controversy or liability, amend any Tax Return in any material respect, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter, incur any liability for material Taxes outside of the Ordinary Course, fail to pay any material Tax that becomes due and payable (including any estimated Tax payments) except for Taxes being disputed in good faith for which adequate reserve has been set aside in accordance with IFRS, or materially amend or change any of its methods of reporting income, deductions or accounting for Tax purposes, where the result of such action is inconsistent with past practice, UK Tax Statute, or any other applicable Laws;

(xxii)

fail to withhold from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and to pay the same to the proper Tax Authority within the time prescribed under any applicable Laws;

(xxiii)

make a request for a Tax ruling or enter into any material agreement with a Governmental Authority with respect to Taxes;

(xxiv)

change the jurisdiction in which it is resident for Tax purposes or establish a new branch, office, place of management, fixed place of business or other form of permanent establishment in any jurisdiction for any Tax purposes;

(xxv)

make any material change in the Corporation’s, methods, policies or procedures of accounting, except as required by changes in IFRS, as otherwise required by Law or pursuant to written instructions, comments or Authorizations of a Governmental Authority;

(xxvi)

(i) sell, transfer, assign or dispose of any right in any Intellectual Property, other than non-exclusive licenses in the Ordinary Course that are terminable by the Corporation without any consent, penalty or payment, lease, or grant a license of any right in any Intellectual Property, or (ii) assign or grant a license of any material right in any other Intellectual Property; or

(xxvii)

authorize, agree, resolve or otherwise commit to do any of the foregoing or perform or take any other action or resolution, or refrain from performing or from taking any action or resolution, the taking or performance thereof, or the refraining from the taking or performance thereof, as the case may, would result in making any of the warranties of the Seller and the Corporation contained herein untrue or incomplete in any material way.

4.5	Actions to Satisfy Closing Conditions

(a)

Except as otherwise provided in this Agreement, the Seller shall take all such actions as are within its control and shall use Commercially Reasonable Efforts to cause other actions to be taken which are not within its control, so as to ensure compliance with all of the conditions set forth in Section 7.1 including ensuring that during the Closing Period and at Closing, there is no material breach of any of its warranties.

(b)

Except as otherwise provided in this Agreement, the Purchaser shall take all such actions as are within its control and shall use Commercially Reasonable Efforts to cause other actions to be taken which are not within its control, so as to ensure compliance with all of the conditions set forth in Section 7.2 including ensuring that during the Closing Period and at Closing, there is no material breach of any of its warranties.

4.6	Transfer of the Purchased Shares

4.7

Consents

4.8	Filings and Governmental Authorizations

(a)

Each of the Seller and the Purchaser (as applicable) shall:

(i)

as soon as practicable and in any event within ten (10) Business Days after execution of this Agreement, make, or cause to be made, all such filings and submissions under all Laws applicable to it (including any applicable antitrust Laws), as may be required for it to complete the transfer of the Purchased Shares and the other Transactions; and

(ii)

notify the Secretary of State in the United Kingdom of the Transactions by way of notification to the Investment Security Unit in the Cabinet Office in accordance with the requirements of the NSI Act to enable receipt of confirmation within the applicable statutory review time periods that, either:

(A)

the Secretary of State has notified or is deemed to have notified the Purchaser in accordance with section 14(8)(b)(ii) of the NSI Act to the effect that no further action will be taken in relation to the Transactions and the Transactions are therefore cleared and will not receive a call-in notice; or

(B)

in the event that the Secretary of State gives a call-in notice under section 14(8)(b)(i) of the NSI Act in relation to the Transactions or any part thereof, the Secretary of State has either:

(I)

given a final notification to the Purchaser under section 26 of the NSI Act that no further action will be taken in relation to the Transactions or any part thereof and the Transactions are therefore cleared unconditionally; or

(II)

made a final order under section 26 of the NSI Act that the Transactions or any part thereof can only proceed subject to certain provisions and those provisions are reasonably acceptable to the Purchaser;

(iii)

otherwise use Commercially Reasonable Efforts to obtain, or cause to be obtained, all Authorizations necessary or advisable in order to complete the transfer of the Purchased Shares and the other Transactions.

(b)

Without limiting the generality of the foregoing, each of the Seller and the Purchaser shall:

(i)

comply, at the earliest practicable date and after consultation with the other Party, with any request for additional information or documentary material received by it from the responsible Governmental Authority;

(ii)

cooperate with one another in connection with any filings or other submissions aimed at resolving any investigation or other inquiry concerning the Transactions initiated by the responsible Governmental Authority, including providing each other with copies of any notifications, filings, applications and other submissions in draft form so that the other Party can confirm that information contained within is consistent and accurate; and

(iii)

use Commercially Reasonable Efforts to cause any applicable waiting periods under any applicable antitrust Laws to terminate or expire at the earliest possible date and to obtain any necessary approvals of the Transactions.

(c)

Notwithstanding any other provision of this Agreement, the Purchaser and the Seller shall each pay one-half of any filing fees under any applicable antitrust Laws.

4.9	Notice of Untrue Warranty

4.10	Books and Records

(a)

The Seller shall deliver or cause to be delivered to the Purchaser at Closing all the Books and Records. The Purchaser shall retain all accounting and Tax Books and Records relating to the Corporation for a period of seven (7) years from the Closing Date or for such longer period as may be required by applicable Laws, but the Purchaser is not responsible or liable to the Seller for any accidental loss or destruction of, or damage to, any such Books and Records. So long as any such Books and Records in respect of the period prior to Closing are retained by the Purchaser pursuant to this Agreement, the Seller may inspect and make copies (at its own expense) of such Books and Records in respect of the period prior to Closing for purposes of preparing its own Tax Returns at any time during normal business hours and upon reasonable notice and without undue interference to the business operations of the Corporation. The Purchaser may have its representatives present during any such inspection.

(b)

The Seller shall, and shall procure that the relevant subsidiaries of the Seller shall, for a period of seven (7) years from the Closing Date or for such longer period as may be required by applicable Laws, retain and permit the Purchaser to have reasonable access to (with the right to take copies at the Purchaser’s expense) the Books and Records of the Seller and its subsidiaries to the extent they relate to the Corporation and to periods prior to Closing and with the exception of Purchaser Excluded Materials (“Retained Records”), provided that the Seller is not responsible or liable to the Purchaser for any accidental loss or destruction of, or damage to, any such Books and Records. Without prejudice to the foregoing, the Seller shall permit the Purchaser to seek the input and assistance of the Seller’s Employees (whilst they remain so) to answer the Purchaser’s queries with respect to the Retained Records or any matters and information which the Purchaser may reasonably require, in each case, solely to the extent that such matters and information relate to the Corporation and periods prior to Closing and are not Purchaser Excluded Materials.

4.11	Public Announcements

4.12	Directors’ and Officers’ Insurance

4.13	Pre-Closing Reorganization

(a)

Prior to the Closing Date, at the sole expense of the Seller, the Seller will, and will cause its Affiliates to, effect the pre-closing reorganization substantially in accordance with the steps set out in Section 4.13 of the Seller Disclosure Letter (the “Pre-Closing Reorganization”). The Pre-Closing Reorganization shall be authorized by all necessary corporate actions of the parties thereto.

(b)

The assets, liabilities and employees to be transferred from the Corporation to other Affiliates of the Seller pursuant to the Pre-Closing Reorganization shall be referred to herein as the “Excluded Matters”. The parties hereto agree that the warranties of the Seller are not made with respect to, and shall be read to disregard, any of the Excluded Matters (regardless of such assets, liabilities and employees being assets, liabilities and employees of the Corporation as of the date hereof). For the avoidance of doubt, the foregoing shall not derogate from the Seller’s indemnification obligations pursuant to Sections 9.1(c), 9.1(d), 9.1(e), 9.2 or otherwise.

(c)

Prior to the date hereof, the Seller has provided the Purchaser with final or substantially final forms of all material documentation relating to the steps included in the Pre-Closing Reorganization (the “Reorg Forms”). In the event that the Seller desires to effect any step of the Pre-Closing Reorganization by using documentation which materially deviates from the Reorg Forms or which documentation was not included in the Reorg Forms, then the Seller shall, at least five (5) Business Days before any such documentation is executed or comes into force, provide the Purchaser with final or near-final draft of such documentation and Seller shall incorporate comments requested by the Purchaser as are reasonably acceptable to the Seller which new document shall form part of the Reorg Forms. As soon as reasonably practicable following the execution or effectiveness thereof, and no later than immediately prior to Closing, the Seller shall provide the Purchaser with copies of such documentation that has been executed or become effective relating to the Pre-Closing Reorganization and any related information in the possession of the Seller relating to the Tax treatment of the Pre-Closing Reorganization, all of which shall be substantially in the form of the Reorg Forms.

4.14	Closing RSUs

(a)

procure that, in relation to the Closing RSU Shares to be awarded in satisfaction of the Closing RSUs, sufficient of those shares are sold as soon as practicable and, in any event within ten (10) Business Days after the shares are awarded to holders of Closing RSUs (unless any regulations preventing dealings in those shares are effective at that time, in which case the period of ten (10) Business Days shall commence on the date of the expiry of those restrictions), to produce net cash proceeds to meet the amount of any income tax and employee National Insurance contributions (but not any employer National Insurance contributions) which is required to be accounted for by the Corporation in respect of the Closing RSU Shares (the "Employee Tax Liability"); and

(b)

promptly remit a sufficient amount of such proceeds (or other amounts) (the "Proceeds") to the Corporation (as directed by the Purchaser) in order for the Purchaser to apply, or procure the application of, the Proceeds to fully discharge the Employee Tax Liability (to the extent of the Proceeds received).

4.15

Security

4.16	Transfer of Amounts Received on Account of RDEC

(a)

The Purchaser shall, within five Business Days of receipt of the 2022 RDEC Amount (or promptly following Closing, if such amount is received in advance of Closing), pay or cause to be paid to the Seller an amount equal to the 2022 RDEC Amount. Other than as provided in the previous sentence, the Purchaser and the Corporation shall have no obligation to pay any other amount of RDEC (whether the 2023 RDEC Amount or otherwise) to the Seller.

(b)

If HMRC raises any enquiry, dispute or requires repayment of any 2022 RDEC Amount (or a portion thereof), the Seller shall pay to the Purchaser as an adjustment to the Purchase Price the amount of such dispute or repayment provided that the Purchaser may elect to satisfy, in whole or in part, the amounts owing under this subsection by one or more of the following means (without duplication of recovery) (i) setting off such amount against the Holdback Amount, (ii) causing it or its Affiliate to set off such amount against amounts owing to the Seller or the Seller’s Affiliate under the [***], and (iii) invoicing the Seller or the Seller’s Affiliate directly, with such invoice to be paid in full by the Seller or Seller’s Affiliate within thirty (30) days of receipt. Should none of these methods result in satisfaction of the amount owing, the Purchaser may cause it or its Affiliate to set off such amount against amounts owing to the Seller or the Seller’s Affiliate under the Master Purchase Agreement or other purchase agreement among the relevant parties.

(c)

If the Allocated 2023 RDEC Amount is less than the ESA Prepayment Amount, the Seller shall pay to the Purchaser as an adjustment to the Purchase Price an amount equal to the difference between the ESA Prepayment Amount and the Allocated 2023 RDEC Amount provided that the Purchaser may elect to satisfy, in whole or in part, the amounts owing under this subsection by one or more of the following means (without duplication of recovery) (i) setting off such amount against the Holdback Amount, (ii) causing it or its Affiliate to set off such amount against amounts owing to the Seller or the Seller’s Affiliate under the [***], and (iii) invoicing the Seller or the Seller’s Affiliate directly, with such invoice to be paid in full by the Seller or Seller’s Affiliate within thirty (30) days of receipt. Should none of these methods result in satisfaction of the amount owing, the Purchaser may cause it or its Affiliate to set off such amount against amounts owing to the Seller or the Seller’s Affiliate under the Master Purchase Agreement or other purchase agreement among the relevant parties

4.17	Change of Name; Prohibition on Use of Name and Logo.

4.18

No Shop

5.1	Preparation of Tax Returns

(a)

The Purchaser shall cause the Corporation to prepare and file all Tax Returns of the Corporation which are due after the Closing Date in respect of all Pre-Closing Tax Periods, which Tax Returns shall be prepared and filed on a timely basis and in a manner consistent with prior practice or on any other reasonable and lawful basis, in each case, with respect to the treatment of specific items on such Tax Returns (to the extent such treatment is reasonable in the circumstances and not prohibited by applicable Laws). Not less than twenty (20) days prior to the due date of any such Tax Return, the Purchaser shall provide the Seller with a substantially final draft of the Tax Return (the “Draft Return”). The Seller and its accountants shall have the right to review the Draft Return and any working papers relating to its preparation. Within ten (10) days after the date that the Seller receives the Draft Return, the Seller shall advise the Purchaser in writing that it either:

(i)

agrees that the Draft Return was prepared in accordance with the principles set out above; or

(ii)

does not agree that it was so prepared, in which case the Seller shall set out, in reasonable detail, the basis for such disagreement.

(b)

If the Seller notifies the Purchaser of a disagreement pursuant to Section 5.1(a)(ii) the Seller and the Purchaser shall attempt to resolve such disagreement; provided, however, that if the Seller and the Purchaser fail to reach agreement, then the disagreement shall be resolved by a nationally recognized firm of independent public accountants to be designated by mutual agreement of the Seller and the Purchaser. The fees and expenses of the accountants in making any such determination will be borne 50% by the Seller and 50% by the Purchaser.

(c)

The Seller shall cause the Corporation to prepare and file all Tax Returns of the Corporation due on or prior to the Closing Date, which Tax Returns must be prepared and filed on a timely basis consistent with existing procedures for preparing such Tax Returns and in a manner consistent with prior practice or on any other reasonable and lawful basis, in each case, with respect to the treatment of specific items on the Tax Returns (to the extent such treatment is reasonable in the circumstances and not prohibited by applicable Laws).

(d)

Without limiting the Seller’s covenant to pay set out in Section 9.2 of this Agreement, the Seller shall pay to the Purchaser, as an adjustment to the Purchase Price, on or before their respective due dates, all Taxes of the Corporation due with respect to any Pre-Closing Tax Period. In the case of Taxes which relate to the portion of a Straddle Period that falls prior to Closing Date, the portion of any such Taxes that are treated as attributable to the Pre-Closing Tax Period for purposes of this Agreement shall be allocated as follows: (i) Taxes based upon or related to income, gains or receipts shall be allocated based upon a closing of the books of the Corporation as of the end of the day on the Closing Date; (ii) Taxes (other than those specified in (i)) imposed on specific transactions (e.g., sales and payroll) shall be allocated based on the day on which such transactions occur; and (iii) any Taxes not covered by clause (i) or (ii) above shall be deemed to be the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on and including the Closing Date and the denominator of which is the number of days in the entire period.

5.2	Cooperation Regarding Tax Matters

5.3

VAT

(a)

The Seller shall ensure that the Representative Member shall properly report all supplies, importations and acquisitions of goods and services made by and to the Corporation up to and including the Relevant Date in its group VAT returns, and the Purchaser shall after Closing procure that all information necessary to enable the Representative Member to do this is supplied by the Corporation to the Representative Member on a timely basis.

(b)

The Representative Member shall account (within five (5) Business Days of the receipt by the Purchaser of a determination by the Representative Member of any amount pursuant to Section 5.3(f)) to the Corporation for an amount equal to any repayment of VAT attributable to the business carried on by the Corporation and supplies, importations and acquisitions, made to it and by it so far as not paid prior to or at Closing.

(c)

The Purchaser shall procure that the Corporation shall account (within five (5) Business Days of the receipt by the Purchaser of a determination by the Representative Member of any amount pursuant to Section 5.3(f)) to the Representative Member for an amount equal to any payment of VAT attributable to the business carried on by the Corporation and supplies made to the Corporation and supplies, importations and acquisitions provided that payment shall only be made of an amount in respect of VAT which (i) has not been paid by the Corporation prior to or at Closing; or (ii) is not an amount that the Purchaser would be entitled to claim from the Seller under this Agreement; and (iii) reflects a liability shown in the Final Working Capital Statement.

(d)

For the purposes of Sections 5.3(b) and 5.3(c), any repayment or payment due to or from the Corporation but attributable to the business carried on by the Corporation shall be determined as if the Corporation was not a member of the VAT Group, but disregarding any supplies, importations and acquisitions made to or by members of the said group.

(e)

For the purposes of Sections 5.3(b) and 5.3(c), any amount due to or from the Corporation shall be determined by the Representative Member acting in good faith as soon as possible after Closing and notified promptly thereafter to the Purchaser. If it becomes apparent that such determination was materially incorrect, the Representative Member shall make a fresh determination of any amount due.

(f)

The Representative Member shall, immediately following Closing, submit to HMRC all such notices as are necessary in order that the Corporation ceases to be a member of the VAT Group. The Representative Member shall account to HMRC for all VAT on supplies, importations and acquisitions made after Closing for which the Corporation would be jointly and severally liable as a member of the VAT Group.

(g)

The Representative Member shall afford the Corporation such access to any of its records relating to VAT as may reasonably be required to prepare, submit and agree the VAT returns of the Corporation for all periods beginning after the Relevant Date.

(h)

Where one Party is obliged under this Agreement to reimburse another Party for costs and expenses, that obligation shall extend to any VAT on such costs and expenses except to the extent that they are recoverable.

(i)

The reimbursement in Section 8.2 is exclusive of any VAT which is chargeable in respect of the same, and accordingly, if VAT is or becomes chargeable on any supply for which the reimbursement is consideration and the Purchaser is required to account to the relevant Tax Authority for the VAT, the Seller shall pay to the Purchaser (in addition to and at the same time as the reimbursement) an amount equal to the amount of the VAT.

5.4	Group Taxes

(a)

The Seller shall procure that, if the Corporation is a member of a group payment arrangement (the “GPA”), the nominated company of the group payment arrangement shall promptly, following Closing, apply to HMRC to remove the Corporation from the GPA as soon as practicable. The Seller shall keep the Purchaser informed of the progress of the application and shall promptly provide copies of all correspondence.

(b)

To the extent that the nominated company of the GPA receives or has received from HMRC an amount in respect of any R&D Relief or other Relief (whether by way of payment, credit or set-off) that is attributable to the Corporation, then it shall pay such amount to the Corporation, save to the extent that such payment has already been made on or before Closing.

(c)

The Seller agrees that it shall procure that with: (a) no amount of corporate interest restriction shall be allocated to the Corporation by the Seller or any of its Affiliates in respect of any Pre-Closing Tax Period; and (b) the Seller and each of its Affiliates shall not adopt a position in respect of the carried forward loss allowance which would give rise to a greater actual and accrued liability for corporation tax than that set out in the Final Working Capital Statement.

(d)

Unless the Parties otherwise agree, the Seller shall have no right to claim any amounts of Group Relief from the Corporation in respect of any Pre-Closing Tax Period.

6.1	Date, Time and Place of Closing

6.2	Dealing with and voting on the Purchased Shares

(a)

The Seller hereby declares that for so long as it remains the registered holder of any of the Purchased Shares after Closing it shall:

(i)

hold the Purchased Shares and the dividends and other distributions of profits or surplus or other assets declared, paid or made in respect of them after Closing and all rights arising out of or in connection with them on trust for the Purchaser and its successors in title; and

(ii)

deal with and dispose of the Purchased Shares and all such dividends, distributions and rights as the Purchaser or any such successor may direct.

(b)

The Seller hereby appoints the Purchaser as its lawful attorney for the purpose of doing any act or thing which the Seller could, as a member of the Corporation, do (including receiving notices of and attending and voting at all meetings of the Corporation) from Closing to the day on which the Purchaser or its nominee is entered in the register of members of the Corporation as the holder of the Purchased Shares. For such purpose, the Seller authorises:

(i)

the Corporation to send any notices in respect of the Purchased Shares to the Purchaser; and

(ii)

the Purchaser to complete in such manner as it thinks fit consents to short notice and any other document required to be signed by the Seller in its capacity as a member.

6.3	Seller’s Closing Deliveries

(a)

transfers in respect of the Purchased Shares duly executed and completed in favour of the Purchaser, together with the certificates for the Purchased Shares and the duly executed powers of attorney or other authorities under which any of the transfers have been executed;

(b)

copies certified by an officer of the Seller of:

(i)

the articles of the Corporation;

(ii)

the resolutions or minutes of the shareholders and the board of directors of each of the Seller and the Corporation authorising the sale of the Purchased Shares and the execution of the transfers in respect of them and approving the entering into and completion of the Transactions;

(iii)

(as agents for the Corporation) all its statutory and minute books (written up to the Business Day immediately preceding Closing) and its common seal (if any), certificate of incorporation, any certificate or certificates of incorporation on change of name and other documents and records including a copy of its articles of association; and

(iv)

a list of the officers and directors authorized to sign agreements together with relevant specimen signatures,

(c)

procure that the board of directors of the Corporation resolves that:

(i)

the transfers mentioned in Section 6.3(a) be registered (subject only to their being duly stamped) in the register of members of the Corporation; and

(ii)

each of the Persons nominated by the Purchaser be validly appointed as additional directors and/or secretary, as the Purchaser may notify in writing, of the Corporation;

(d)

a certificate of status, good standing or like certificate with respect to the Corporation issued by appropriate government officials of its jurisdiction of incorporation;

(e)

the certificates referred to in Section 7.1(a) and Section 7.1(b);

(f)

the Consents specified in Section 6.3(f) of the Seller Disclosure Letter;

(g)

evidence, satisfactory to the Purchaser, of the release and discharge of the Liens specified in Section 6.3(g) of the Seller Disclosure Letter;

(h)

pay out or discharge letters, in form and substance satisfactory to the Purchaser, in respect of all Indebtedness.

(i)

a resignation and release, in form and content satisfactory to Purchaser’s counsel, from each of the directors and officers of the Corporation specified by the Purchaser in writing prior to Closing, and acknowledging, inter alia, that such directors and officers of the Corporation have no claim outstanding for compensation for loss of office or otherwise, including redundancy and unfair dismissal;

(j)

the Security Agreements, in each case duly executed by the Seller or its applicable Affiliate;

(k)

the Non-Competition Agreement, duly executed by the Seller or its applicable Affiliate;

(l)

the Investor Rights Agreement, duly executed by the Seller or its applicable Affiliate;

(m)

the SIL Promissory Note I, the SIL Promissory Note II and the SUK Promissory Note, in each case, duly executed by the Corporation;

(n)

the License Agreement, duly executed by the Seller or its applicable Affiliate;

(o)

the Escrow Service Agreement, duly executed by the Seller or its applicable Affiliate;

(p)

the Master Purchase Agreement, duly executed by the Seller or its applicable Affiliate;

(q)

the Transition Services Agreement, duly executed by the Seller or its applicable Affiliate;

(r)

the Notes Novation Agreement duly executed by SatixFy UK and SatixFy Israel;

(s)

the Digital Payload License Agreement, duly executed by the Seller or its applicable Affiliate;

(t)

[***]

(u)

the Corporate Records; and

(v)

drafts of the notices to HMRC required to be submitted by the Representative Member pursuant to Section 5.3.

6.4	Purchaser’s Closing Deliverables

(a)

a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by the appropriate government official of the jurisdiction of its incorporation;

(b)

the certificates referred to in Section 7.2(a) and Section 7.2(b);

(c)

the SIL Promissory Note II and the SUK Promissory Note, in each case, duly executed by MDA as parent guarantor;

(d)

the Transition Services Agreement, duly executed by the Purchaser;

(e)

the Security Agreements, duly executed by the Purchaser or its applicable Affiliate;

(f)

the Non-Competition Agreement, duly executed by MDA;

(g)

the Investor Rights Agreement, duly executed by MDA;

(h)

the License Agreement, duly executed by the Purchaser or its applicable Affiliate;

(i)

the Escrow Service Agreement, duly executed by the Purchaser or its applicable Affiliate;

(j)

the Master Purchase Agreement, duly executed by the by the Purchaser or its applicable Affiliate;

(k)

the Notes Novation Agreement duly executed by MDA Montreal;

(l)

[***]

(m)

the Closing Payment and receipt into the Seller’s nominated account set out in Section 2.3(a) of the Seller Disclosure Letter shall constitute an effective discharge by the Purchaser in respect of such payments; and

(n)

the SIL Debt I Payment received into the Seller’s nominated account set out in Section 2.3(a) of the Seller Disclosure Letter (which payment shall be received on behalf of SatixFy Israel) which shall constitute an effective discharge by the Corporation of the SIL Debt I and the obligations set out in Section 6.6.

6.5	Closing Procedures

6.6	Matters for the Purchaser on Closing

6.7

Survival

6.8	Indebtedness

7.1	Conditions in Favour of the Purchaser

(a)

Truth of Warranties. The Fundamental Warranties shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such Fundamental Warranties had been made on the Closing Date. All other warranties of the Seller that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such warranties had been made on the Closing Date. The remaining warranties of the Seller shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if such warranties had been made on the Closing Date. The Seller shall have delivered a certificate of a senior officer confirming the foregoing.

(b)

Performance of Covenants. The Seller shall have performed in all material respects all covenants contained in this Agreement to which it is a party to be performed by it at or prior to Closing, and the Seller shall have delivered a certificate of a senior officer confirming the foregoing.

(c)

Consents. All Required Consents and Authorizations shall have been obtained on terms and conditions acceptable to the Purchaser, acting reasonably.

(d)

Seller Closing Deliverables. The Purchaser shall have received all of the Seller’s closing deliverables pursuant to Section 6.3.

(e)

Material Adverse Effect. Since the date of this Agreement, there has not occurred a Material Adverse Effect.

(f)

No Legal Action. No action or proceeding shall be pending or threatened by any Governmental Authority in any jurisdiction, to enjoin, restrict or prohibit:

(i)

any of the Transactions;

(ii)

the right of the Purchaser to acquire or own the Purchased Shares; or

(iii)

the right of the Corporation to operate the business of the Corporation after Closing on substantially the same basis as currently operated.

(g)

Change in Law. Since the date of this Agreement, no Law or any change in any Law or in the interpretation or enforcement of any Law shall have been enacted or come into effect, the effect of which would prevent the completion of the Transactions.

(h)

[***]

(i)

Security. The security and liens granted under the Security Agreements shall be in place, and be valid, perfected and subsisting in each applicable jurisdiction (excluding Israel), to the reasonable satisfaction of the Purchaser.

(j)

[***]

(k)

Pre-Closing Reorganization. The Pre-Closing Reorganization shall have been completed substantially in accordance with the steps set out in Section 4.13 of the Seller Disclosure Letter and the Reorg Forms.

7.2	Conditions in Favour of the Seller

(a)

Truth of Warranties. The warranties of the Purchaser contained in this Agreement that are qualified as to materiality shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if such warranties had been made on the Closing Date. The remaining warranties of the Purchaser shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects as of the Closing Date as if such warranties had been made on the Closing Date. The Purchaser shall have delivered a certificate of a senior officer confirming the foregoing.

(b)

Performance of Covenants. The Purchaser shall have performed in all material respects all covenants contained in this Agreement to be performed by it at or prior to Closing and the Purchaser shall have delivered a certificate of a senior officer confirming the foregoing.

(c)

Purchaser Closing Deliverables. The Seller shall have received all of the Purchaser’s closing deliverables pursuant to Section 6.4.

(d)

No Legal Action. No action or proceeding shall be pending or threatened by any Governmental Authority in any jurisdiction, to enjoin, restrict or prohibit any of the Transactions or the right of the Purchaser to acquire or own the Purchased Shares.

(e)

Change in Law. Since the date of this Agreement, no Law or any change in any Law or in the interpretation or enforcement of any Law shall have been enacted or come into effect, the effect of which would prevent the completion of the Transactions.

8.1	Termination

(a)

by the Purchaser upon written notice to the Seller, if there has been a breach by the Seller of any covenant, warranty or other agreement contained in the Agreement such that any condition specified in Section 7.1 would be incapable of being satisfied or performed by the Outside Date (other than through the failure of the Purchaser to comply with its obligations under this Agreement), and such breach is not waived by the Purchaser or cured by the Seller within ten (10) days after written notice thereof by the Purchaser, provided that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions in Section 7.1 not to be satisfied;

(b)

by the Seller upon written notice to the Purchaser, if there has been a breach by the Purchaser of any covenant, warranty or other agreement contained in the Agreement such that any condition specified in Section 7.2 would be incapable of being satisfied or performed by the Outside Date (other than through the failure of the Seller to comply with its obligations under this Agreement), and such violation or breach is not waived by the Seller or, in the case of a covenant breach, cured by the Purchaser within ten (10) days after written notice thereof by the Seller (it being understood and agreed that the failure to make any payment pursuant to this Agreement at Closing shall not be subject to cure hereunder unless otherwise agreed to in writing by the Seller), provided that the Seller is not then in breach of this Agreement so as to cause any of the conditions in Section 7.2 not to satisfied; or

(c)

by either the Purchaser or the Seller if Closing has not occurred (other than through the failure of the Party seeking to terminate the Agreement to comply with its obligations under this Agreement), on or before December 31, 2023 (the “Outside Date”).

8.2	Effect of Termination

(a)

If this Agreement is terminated pursuant to Section 8.1(c), this Agreement shall become void and of no effect without liability of any Party (or any director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except that (i) the provisions of this Section 8.2, Section 4.2 (Transaction Personal Information) Section 4.3 (Confidentiality), Section 4.11 (Public Announcements), Article 1 (Interpretation) and Article 10 (Miscellaneous) shall survive the termination of this Agreement.

(b)

If this Agreement is terminated by a Party pursuant to Section 8.1(a) or 8.1(b) (including as a result of a breach by the other Party resulting in a condition in favour of the terminating Party failing to be satisfied), then no remedies available to such Party under this Agreement shall be impaired; provided that, other than in the case of wilful breaches, the sole recourse and remedy of the non-breaching Party shall be to terminate this Agreement in accordance with Section 8.1(a) and to claim against the breaching Party in an amount not to exceed the actual and reasonable out-of-pocket expenses of the non-breaching Party and its Affiliates incurred in connection with the negotiation, execution and performance of the Transaction Documents and the Specified Agreements as of the date of such termination.

8.3	Waiver of Conditions of Closing

8.4	Dispute Resolution

8.5	Efforts to Settle Disputes

(a)

The Parties shall attempt in good faith to resolve any Dispute promptly by negotiation. However, at any time a Party may give the other Party written notice (the “Initial Notice”) of any Dispute not so resolved. Within fifteen (15) days after delivery of an Initial Notice, the recipient Party shall deliver to the other a written response. Both the Initial Notice and the response must include a statement of that Party’s position, a summary of arguments supporting that position, and the name and contact particulars of the Person who will represent that Party and of any other Person who will accompany the representative. Within thirty (30) days after delivery of the Initial Notice, the representatives of the Parties shall meet at mutually acceptable times and places, as often as they reasonably deem necessary, to attempt to resolve the Dispute.

(b)

All negotiations pursuant to this Section 8.5 are confidential and are to be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.

8.6	Arbitration

(a)

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into this Section 8.6.

(b)

There shall be one (1) arbitrator selected jointly by the Parties.

(c)

The seat, or legal place, of arbitration shall be London.

(d)

The language to be used in the arbitral proceedings shall be English.

(e)

The governing law of this arbitration agreement shall be the laws of England and Wales.

(f)

The Parties undertake to keep confidential all awards in any arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another Party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a Party by legal duty, to protect or pursue a legal right, or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

(g)

By agreeing to arbitration in accordance with this Section 8.6, the Parties do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings, or the recognition and/or enforcement of any award. Any interim or provisional relief ordered by any competent court may subsequently be vacated, continued or modified by the arbitral tribunal on the application of either Party.

8.7	Injunctive Relief

(a)

All awards shall be final and binding on the Parties. The Parties undertake to carry out any award immediately and without any delay; and the Parties waive irrevocably their right to any form of appeal or review of the award by any state court or other judicial authority, insofar as such waiver may be validly made.

(b)

Notwithstanding any other provision of this Agreement, and in addition to any other remedy to which the Parties may be entitled at Law or in equity, a Party may, without any requirement for the securing or posting of any bond in connection with obtaining such relief, seek injunctive relief (whether as a temporary restraining order, preliminary injunction or otherwise) or specific performance pending a decision of the arbitrator, and Section 8.6 will not apply to any such action or proceeding.

9.1	Indemnification By the Seller: General Matters

(a)

any breach or inaccuracy of any warranty made by the Seller in this Agreement;

(b)

any breach or failure by the Seller to perform or fulfill any covenant, condition or obligation of the Seller contained in this Agreement;

(c)

any liabilities or obligations of the Corporation of any nature whatsoever arising after Closing in respect of any fact, condition or circumstance existing or occurring on or prior to Closing, other than liabilities reflected or reserved against in the Final Working Capital Statement;

(d)

any Indebtedness (excluding, for the avoidance of doubt, the SIL Debt I, the SIL Debt II and the SUK Debt);

(e)

any Damages or liability of any nature or kind in respect of or arising out of the Pre-Closing Reorganization or the Excluded Matters, including, without limitation, a failure of the Seller to complete or file any elections that may be required under applicable Laws or any Tax Liability of the Purchaser or its Affiliates incurred in connection with the Pre-Closing Reorganization; or

(f)

any claim by any Person for brokerage or finder’s fees, commissions or similar payments based upon any agreement or understanding made or alleged to have been made by any such Person with the Seller or the Corporation (or any Person acting on their behalf) in connection with any of the Transactions.

9.2	Seller’s Covenant to Pay: Tax Matters

(a)

any and all Tax Liabilities of the Purchaser, the Corporation or any Purchaser Indemnified Persons (each, a “Tax Indemnified Person”):

(i)

arising with respect to any income, profits or gains earned, accrued or received (or deemed to be earned, accrued or received) in respect of any Pre-Closing Tax Period of the Corporation ; or

(ii)

arising as a result of any transactions or events that occur, or are deemed to occur, prior to or on Closing (including, for certainty, any and all Tax Liabilities which become liabilities or obligations of the Purchaser or any of its Affiliates or any successor Person by one or more windings-up, amalgamations or other reorganizations); or

(iii)

arising whether before or after Closing due to the relationship of the Corporation with any other Person in any period before Closing for the purposes of Taxes (including, for the avoidance of doubt, any VAT liability of the VAT Representative Member);

(b)

any Purchaser’s Relief Loss; and

(c)

any Tax Liabilities arising in connection with or as a result of any steps taken as part of the Pre-Closing Reorganization,

9.3	Indemnification Procedure: Third Party Claims

(a)

If any claim or proceeding is made or commenced by a third party (a “Third Party Claim”) against a Purchaser Indemnified Person in respect of which the Purchaser Indemnified Person is entitled to indemnification from the Seller under Article 9, the Purchaser Indemnified Person shall give notice to that effect together with particulars of the Third Party Claim to the Seller with reasonable promptness. The failure to give, or delay in giving, such notice will not relieve the Seller of its obligations except and only to the extent of any material prejudice caused to the Seller by such failure or delay. From the time the Purchaser Indemnified Person receives notice of the Third Party Claim, the Purchaser Indemnified Person shall take all reasonable steps to protect its rights and the rights of the Seller in respect of such Third Party Claim, provided that the Purchaser Indemnified Person makes no admission of liability or settles or compromises the Third Party Claim without the prior consent in writing of the Seller, such consent not to be unreasonably withheld in respect of such Third Party Claim.

(b)

The Seller may, by notice to the Purchaser given not later than thirty (30) days after receipt of the notice described in Section 9.3(a), assume control of the defence, compromise or settlement of the Third Party Claim provided that:

(i)

the Third Party Claim involves only money damages and does not seek any injunctive or other equitable relief;

(ii)

the Third Party Claim is not likely to establish a precedent adverse to the Purchaser Indemnified Person;

(iii)

the Third Party Claim does not involve a customer or supplier of the Corporation;

(iv)

if the named parties in the Third Party Claim include both the Seller and an Purchaser Indemnified Person, representation by the same counsel would, in the judgment of the Purchaser, still be appropriate notwithstanding any actual or potential differing interests between them; and

(v)

the Seller irrevocably confirms that the Third Party Claim and associated Damages fall within the scope of the indemnities provided under this Article 9.

(c)

Upon assumption of control of a Third Party Claim by the Seller:

(i)

the Seller shall actively and diligently proceed with the defence, compromise or settlement of the Third Party Claim at its sole cost and expense, retaining counsel reasonably satisfactory to the Purchaser; and

(ii)

the Seller shall keep the Purchaser fully advised with respect to the status of the Third Party Claim (including supplying copies of all relevant documents promptly as they become available) and shall arrange for its counsel to inform the Purchaser on a regular basis of the status of the Third Party Claim.

(d)

Any Purchaser Indemnified Person may retain separate co-counsel at their sole cost and expense (without any right to claim indemnification for such costs and expenses), and may participate in, but shall have no right to control, the defence of the Third Party Claim.

(e)

The Purchaser Indemnified Person shall, at the expense of the Seller, cooperate with the Seller and make available to the Seller all relevant information in their possession or under their control (provided that it does not cause either of them to breach any confidentiality obligations) and shall take such other steps as are, in the reasonable opinion of counsel for the Seller, necessary to enable the Seller to conduct such defence. The Purchaser Indemnified Person is not obligated to take any measures which, in the reasonable opinion of the Purchaser, could be prejudicial or unfavourable in any material respect to the Purchaser Indemnified Person.

(f)

The Seller shall not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim unless consented to by the Purchaser (which consent may not be unreasonably or arbitrarily withheld, conditioned or delayed). Without limiting the generality of the foregoing no admission of fault may be made by or on behalf of the Purchaser or any other Purchaser Indemnified Person without the prior written consent of the Purchaser.

(g)

If:

(i)

the Seller fails to give the Purchaser the notice required in Section 9.3(b) or any of the other conditions in Section 9.3(b) are not satisfied; or

(ii)

the Seller breaches any of its other obligations under this Section 9.3 in any material respect,

(h)

For certainty, this Section 9.3 shall not apply to any Third Party Claim from a Governmental Authority relating to a Tax Assessment, which shall be governed solely by Section 9.4.

9.4	Procedure for Tax Matters

(a)

The Purchaser shall give written notice to the Seller promptly (and, in any event, within ten (10) days) after receipt by a Tax Indemnified Person of any notice or inquiry, oral or written, from any Governmental Authority in respect of a Tax Liability, including any assessment or proposed assessment (a “Tax Assessment”). Such notice must set out the information with respect to the Tax Assessment that is then available (without the incurring of material additional obligations or expenses which are not reimbursed by the Seller) to the Tax Indemnified Person. The failure to so notify the Seller does not relieve the Seller from any indemnification obligation which otherwise might exist with respect to such matter, unless (and only to the extent that) the failure to so notify materially prejudices the ability of the Seller to exercise its rights under this Section 9.4 or results in a material increase in the amount of the Tax Liability.

(b)

The Tax Indemnified Person has the right to undertake and control any proceedings, objection or other defence (a “Tax Proceeding”) of any Tax Assessment and, in such case, the Tax Indemnified Person shall pursue any such Tax Proceedings in a timely manner and in good faith. The Seller shall provide the Tax Indemnified Person with such information with respect to the Tax Liability as may become available to the Seller and the Seller shall cooperate with the Tax Indemnified Person in the conduct of all Tax Proceedings relating to any Tax Assessment and related inquiries or investigations. If, pursuant to this Section 9.4(b), the Tax Indemnified Person undertakes any Tax Proceedings of any such Tax Assessment then, subject to Section 9.4(c) below, the Tax Indemnified Person may not cease to defend, settle or otherwise dispose of any such Tax Proceeding without the consent of the Seller, which consent is not to be unreasonably withheld.

(c)

The Tax Indemnified Person shall be free to cease to defend, settle or otherwise dispose of any such Tax Proceeding without the consent of the Seller if: (i) the Tax Indemnified Person is not first indemnified to the reasonable satisfaction of the Tax Indemnified Person against all losses (including any additional Tax Liabilities), interest, costs, damages and expenses which may be thereby suffered or incurred by any Tax Indemnified Person in taking any Tax Proceedings; or (ii) the withholding of the consent by the Seller is predicated on the taking or causing the taking of such action that would involve sending, transmitting issuing or submitting any written correspondence or entering in any other communication which, in the Tax Indemnified Person’s reasonable opinion, is not true, complete and accurate in all material respects or is contrary to the Law or published guidance; or (iii) the withholding of the consent by the Seller is predicated on the taking or causing the taking of such action would, in the Tax Indemnified Person’s reasonable opinion, have an adverse effect on the Corporation, the Purchaser or any other Tax Indemnified Person or its standing with the relevant tax authority.

(d)

If, within thirty (30) days after the Tax Indemnified Person has received the notice from a Governmental Authority referred to in Section 9.4(a), the Tax Indemnified Person does not undertake any Tax Proceedings of any kind in respect of such Tax Assessment or does not confirm to the Seller that it intends to do so, the Seller may undertake and control the Tax Proceedings using counsel of its own choice. The Purchaser shall provide to the Seller information with respect to the Tax Liability as may become available to any Tax Indemnified Person and the Purchaser shall cooperate with the Seller to the extent reasonably requested in the conduct of all Tax Proceedings relating to any such Tax Assessment and related inquiries and investigations. If, pursuant to this Section 9.4(d), the Seller undertakes any Tax Proceedings in respect of any such Tax Assessment, the Seller may not cease to defend, settle or otherwise dispose of the Tax Proceeding without the consent of the Purchaser, which consent is not to be unreasonably withheld.

(e)

If a Tax Indemnified Person is required to make a payment of a Tax Liability assessed under a Tax Assessment in respect of which indemnification is or may be required to be made under this Agreement, the Seller shall promptly (and, in any event, within thirty (30) days of the date that the Purchaser notifies the Seller of the requirement to make the payment) reimburse the Tax Indemnified Person in respect of such payment. In addition, in the event that the amount of any Tax Liability assessed under a Tax Assessment in respect of which indemnification is or may be required to be made under this Agreement would bear interest, the Tax Indemnified Person:

(i)

may pay the amount of the Tax Liability assessed under such Tax Assessment and the Seller shall promptly (and, in any event, within thirty (30) days of the date that the Purchaser notifies the Seller of its determination) reimburse the Tax Indemnified Person in respect of such payment; and

(ii)

to the extent the amount of the Tax Liability has not been paid pursuant to (i) above and subject to the Tax Indemnified Person’s right of reimbursement for amounts paid pursuant to (i) above, will pay to the relevant Governmental Authority on account of the Tax Liability, any amount received by the Tax Indemnified Person from the Seller where the Seller instructs the Tax Indemnified Person to so pay.

(f)

For the purposes of this Agreement, in determining the amount of a Tax Liability, if a Relief of the Purchaser, the Corporation or any of its Affiliates is utilized to reduce the amount of income, taxable income or Tax for any taxation year in which a Tax Liability is realized or, but for the utilization of such Relief, would be realized, the amount of the Tax Liability will be determined without taking into account any benefit from such Relief.

9.5	Survival of Warranties

(a)

Except as otherwise provided in this Section 9.5, the warranties of the Seller and the Purchaser contained in this Agreement (and the Seller’s liability in connection therewith) will survive Closing and will continue in full force and effect for a period of eighteen (18) months after Closing (the “Basic Warranty Period”), except:

(i)

for breach of a warranty arising from fraud or wilful misconduct by the Seller, in which case the applicable warranty (and the Seller’s liability in connection therewith) will survive Closing and continue in full force and effect subject to the applicable limitation period; and

(ii)

to the extent that, during such period, the Purchaser has given notice to the Seller of a claim in respect of a warranty in accordance with the terms of this Agreement in which case such warranty (and the Seller’s liability in connection therewith) will survive Closing and continue in full force and effect until the final determination of such claim; provided that, any such claim (other than a claim made within the applicable survival period, but which remains dependent on the occurrence of a future event) shall (if not previously satisfied, settled or withdrawn) not be enforceable against the Seller and shall be deemed to have been withdrawn unless legal proceedings in respect of it have been properly issued and validly served within six (6) months of the lapse of the Basic Warranty Period.

(b)

The warranties of the Seller relating to the liability for Taxes of the Corporation for Taxes including those set forth in Section (cc) of Schedule “B” (Taxes) (and the Seller’s liability in connection therewith), will survive Closing and continue in full force and effect until ninety (90) days after the expiration of the last of the limitation periods contained in UK Tax Statute and any other applicable Laws imposing Taxes on the Corporation subsequent to the expiration of which an assessment or reassessment or other form or recognized document assessing liability for Taxes, interest or penalties thereunder for the period ended on Closing cannot be issued to the Corporation (such period to include any period extended by any agreement, waiver or arrangement with any Tax Authority, if such extension is requested, or consented to, in writing by the Seller).

(c)

The warranties of the Seller contained in Section (ll) of Schedule “B” (Intellectual Property) (and the Seller’s liability in connection therewith) will survive Closing and continue in full force and effect for a period of four (4) years after Closing.

(d)

The Fundamental Warranties (and the Seller’s liability in connection therewith) will survive Closing and continue in full force and effect for the applicable limitations period.

(e)

Notwithstanding anything to the contrary in this Agreement, neither the Purchaser nor any other Person is entitled to indemnification pursuant to this Article 9 unless the Purchaser or such other Person has given written notice of its claim for indemnification pursuant to Section 9.3(a), Section 9.4(a) or Section 9.9, as the case may be, within the survival periods specified in the foregoing provisions of this Section 9.5.

(f)

The Parties are aware of the relevant limitation periods under applicable Law and agree that (i) this Agreement is a “business agreement” for purposes of that legislation, and (ii) to the extent that the provisions hereof are found to be an agreement to vary or exclude a limitation period under applicable Law, such limitation period is deemed to have been suspended, extended, varied and excluded to the extent necessary to give full force and effect to the provisions of this Agreement.

9.6	Limitations on Liability

(a)

The Seller shall not be liable in respect of any claim pursuant to Sections 9.1, 9.2 or 9.3 (for purposes of this Section 9.6, each a “Claim”), to the extent that (but only to the extent that):

(i)

such Claim arose as a result of a voluntary act or omission of the Purchaser or any Purchaser Indemnified Person after Closing which the Purchaser knew or ought reasonably to have known would give rise to the circumstances giving rise to the Claim (provided that, for the avoidance of doubt, a voluntary disclosure to a Tax Authority shall not be considered such a voluntary act or omission);

(ii)

such Claim (other than pursuant to Section 9.1(d)) relates to any matter with respect to which specific and identifiable allowance, provision or reserve has been made in the Interim Financial Statements or the Final Working Capital Statement for the matter giving rise to such Claim and the amount of the damage does not exceed such allowance, provision or reserve;

(iii)

such Claim is based upon a liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable (save that the foregoing shall not apply in respect of any Claims under Section 9.2); or

(iv)

the Claim arises as a result of: (A) a change in applicable Laws, administrative practice or withdrawal of extra statutory concession previously made by any taxation or revenue authority or published interpretation of the law, in each case arising after the Closing Date, including any increase in the rates of taxation, any imposition of taxation or withdrawal of any generally available relief from taxation; (B) any change in generally accepted accounting practice after the Closing Date; (C) any change in the accounting policies or practice of the Purchaser or any of its Affiliates (including the Corporation) after the Closing Date; or (D) the passing of any legislation, or making of any subordinate legislation, after the Closing Date.

(b)

The Seller shall not be liable to any Purchaser Indemnified Person for:

(i)

any consequential, indirect or special Damages;

(ii)

any Damages for loss of profits or diminution in value; or

(iii)

punitive Damages;

(c)

The Purchaser shall not be entitled to double recovery for Damages in respect of any shortfall, damage, deficiency, breach or other set of circumstances which gives rise to one or more Claims. Recovery by the Corporation or any Affiliate of Purchaser shall be deemed to be recovery by the Purchaser;

(d)

The obligation of the Seller to indemnify the Purchaser and the other Purchaser Indemnified Persons for Damages under Section 9.1(a) is subject to the following:

(i)

following the date the Holdback Amount is exhausted or repaid to the Seller in accordance with Section 2.3(b), the Seller shall have no liability in respect of any breaches or inaccuracies of any warranties (other than the Fundamental Warranties) (collectively, “Secondary Breaches”), until the aggregate amount of all Damages (including, for certainty, after taking into account any reduction to the Holdback Amount pursuant to Section 2.3(b)) incurred by the Purchaser Indemnified Persons with respect to the Secondary Breaches equals or exceeds the Basket. For certainty, no basket or other similar threshold should exist in respect of Damages prior to the date the Holdback Amount is exhausted or repaid to the Seller in accordance with Section 2.3(b). Following such date, once the total of all such Damages (including, for certainty, after taking into account any reduction to the Holdback Amount pursuant to Section 2.3(b)) exceeds the Basket, the Purchaser Indemnified Persons shall be entitled to make an indemnity claim with respect to all Secondary Breaches for the total amount of all Damages from the first dollar (for the avoidance of doubt, subject to Section 9.6(d)(ii) and other applicable limitations provided in Section 9.6);

(ii)

subject to Section 9.6(d)(iii), in no event shall the aggregate liability (for indemnification or otherwise) of the Seller with respect to Damages exceed an amount equal to [***];

(iii)

neither the Basket nor the limitations on liability set out in Section 9.6(d)(ii) shall apply to any indemnity claims made by a Purchaser Indemnified Person in respect of fraud or wilful misconduct by the Seller; and

(iv)

Each Purchaser Indemnified Person shall use all reasonable efforts to avoid or mitigate any Damages which it may suffer as a result of a breach of any warranty or any Damages which are otherwise indemnifiable under this Agreement.

(e)

Solely for the purpose of calculating Damages, each of the warranties made by the Seller for which a Claim is made is deemed to have been made without the inclusion of, or reference to, limitations or qualifications as to materiality such as the word “material”, the phrases “in all material respects” or “Material Adverse Effect” or words or phrases of similar meaning and intent.

9.7	Sources of Recovery

(a)

Notwithstanding anything to the contrary herein but subject to Section 9.6, where a Purchaser Indemnified Person is entitled to Damages as a result of the breach or inaccuracy of the warranties of the Seller pursuant to Section 9.1(a) those Damages will be satisfied from the following sources in the following order:

(i)

first, from the Holdback Amount; and

(ii)

then, to the extent such Damages exceed the amount of the Holdback Amount, by direct recovery from the Seller.

(b)

For Damages resulting from fraud or wilful misconduct by the Seller, the Purchaser shall be entitled to claim direct recovery of Damages from the Seller without limit on liability.

9.8	Rights Not Limited

9.9	Procedures for Indemnification – Direct Claims

9.10	Rights and Remedies

9.11	Agency for Non-Parties

9.12	Tax Treatment

10.1	Withholdings and gross-up

(a)

All sums payable under this Agreement by either Party shall be paid free and clear of all deductions or withholdings, save only as may be required by Law. Notwithstanding the foregoing, any deductions or withholdings of Israeli Taxes from amounts payable to the Seller hereunder shall be subject to, and made in accordance with, Section 2.5.

(b)

If, at any time, any applicable Law, regulation or regulatory requirement requires the Seller to make any deduction or withholding from any sums payable under this Agreement, the amount so due shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Purchaser, the Corporation or other recipient receives, on the due date for such payment, a net sum equal to the sum which it would have received had not such deduction or withholding been required to be made.

(c)

If the Seller is required by Law to make any deduction or withholding as referred to in Section 10.1(b), the Seller shall:

(i)

make such deduction or withholding; and

(ii)

pay the full amount deducted or withheld to the relevant Tax Authority with applicable Law, regulation or regulatory requirement.

(d)

If any amount paid or due from the Seller is subject to Tax, or would (but for the availability of any Relief) be subject to Tax, in the hands of the recipient (or the recipient for tax purposes, if different) then the amount so paid or due (in this Section 10.1(d), the “net amount”) shall be increased to an amount (in this Section 10.1(d), the “grossed up payment”) which (after subtraction of the amount of any Tax which the grossed up payment is subject to, or would, but for the availability of any Relief , be subject to) shall equal the net amount; provided that, if any amount is initially paid on the basis that the amount paid or due to the recipient is not subject to Tax and it is subsequently determined that it is, an additional amount shall be paid to the recipient as places it (or the recipient for tax purposes) in the same after-tax position as it would have been in if the amount paid or due to it had not been taxable.

(e)

In the event that an assignment by the Purchaser of any of its rights or obligations under this Agreement requires or would require the Seller to increase any payment due from the Seller hereunder as a result of the application of the gross-up provisions contained herein, then, notwithstanding anything to the contrary in this Agreement, the gross-up provisions contained herein shall only apply to such payment to the extent that they would have applied had the assignment not happened.

10.2

Notices

(a)

to the Purchaser at:

Email:

[***] [***]

(b)

to the Seller at:

10.3	Entire Agreement

(a)

the Transaction Documents constitute the entire agreement between the Parties and supersede any prior agreement, understanding, undertaking or arrangement between the Parties relating to the subject matter of the Transaction Documents;

(b)

in entering into the Transaction Documents, they do not rely on any statement, assurance or warranty of any Person (whether a party to this Agreement or not and whether made in writing or not) other than as expressly set out in the Transaction Documents;

(c)

except as provided in Section 8.1, neither Party may rescind or terminate this Agreement for breach of contract or for negligent or innocent misrepresentation or otherwise; and

(d)

nothing in this Section 10.2, and no other limitation in this Agreement, shall exclude or limit any liability for fraud or wilful misconduct by either Party.

10.4	Amendments

10.5

Waiver

10.6	Severability

10.7	Assignments

(a)

This Agreement shall become effective when executed by the Parties and thereafter shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

(b)

Except as otherwise provided in this Section 10.7, neither this Agreement nor any of the rights, duties or obligations under this Agreement are assignable or transferable by a Party without the prior written consent of the other Party. Any attempt to assign any of the rights, duties or obligations in this Agreement without such written consent is void.

(c)

The Purchaser may, upon giving not less than three (3) Business Days’ prior written notice to the Seller, assign its rights and obligations under this Agreement to a wholly-owned Affiliate at any time on or prior to the Closing Date subject to the following conditions:

(i)

the assignee executes and delivers a confidentiality agreement to the Seller in substantially the same form as the confidentiality agreement executed by the Purchaser;

(ii)

the assignee becomes jointly and severally liable with the Purchaser, as a principal and not as a surety, with respect to all of the warranties, covenants, indemnities and agreements of the Purchaser; and

(iii)

the assignee and the Purchaser execute and deliver to the Seller an agreement confirming, inter alia:

(A)

the assignment of this Agreement by the Purchaser to the assignee;

(B)

the assumption by the assignee of all obligations of the Purchaser under this Agreement; and

(C)

that the Purchaser continues to be bound by the provisions of the Agreement.

10.8	Rights of Third Parties

(a)

Except as otherwise expressly provided in Article 9 and Section 10.8(b) of this Agreement, a Person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

(b)

The Parties agree that certain provisions of this Agreement confer a benefit on the Purchaser Indemnified Persons under Article 9, and that such provisions are intended to benefit, and be enforceable by, such Related Undertakings in their own right under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, under no circumstances shall any consent be required from any such Related Undertaking for the termination, rescission, amendment or variation of this Agreement, whether or not such termination, rescission, amendment or variation affects or extinguishes any such benefit or right.

10.9	Time of the Essence

10.10

Expenses

10.11

Further Assurances

10.12

Counterparts and Electronic Delivery

10.13

Language

	MDA SPACE AND ROBOTICS LIMITED
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO
		Authorized Signing Officer
	SATIXFY COMMUNICATIONS LTD.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Chairman
		Authorized Signing Officer

[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]		1.9.2023 Estimated
[***]	[***]
[***]	[***]
[***]	[***]		USD
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]
[***]	[***]		-
[***]	[***]
[***]	[***]
[***]	[***]		-
[***]	[***]		-
[***]	[***]
[***]

(a)

Organization and Qualification. The Purchaser is a corporation formed and validly existing under the Laws of its jurisdiction of incorporation and has all corporate power and capacity to own its assets as now owned and to carry on its business as it is now being conducted. The Purchaser is duly registered or otherwise authorized to do business and is in good standing in each jurisdiction in which the character of its properties, whether owned, leased, licensed or otherwise held, or the nature of its activities makes such registration necessary, except where the failure to be so registered or in good standing would not prevent, adversely impair or materially delay the consummation of the Transactions.

(b)

Corporate Authorization. The execution, delivery and performance by the Purchaser, of this Agreement and the consummation by the Purchaser of the Transactions are within the Purchaser’s corporate power and capacity and have been duly authorized by the Purchaser and no other proceedings on the part of either of the Purchaser are necessary to authorize this Agreement or the Transactions.

(c)

Execution and Binding Obligation. This Agreement has been duly executed and delivered by each of the Purchaser and, assuming the due authorization, execution and delivery by the Seller, constitutes a valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general application relating to or affecting rights of creditors and equitable remedies, including specific performance, which are discretionary and may not be ordered.

(d)

Governmental Authorization. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the Transactions require no Consent, approval or authorization of or any action by or in respect of, or filing, recording, registering or publication with, or notification to any Governmental Authority other than: (i) receipt of the Required Consents and Authorizations; and (ii) any actions or filings the absence of which would not reasonably be expected to materially or adversely impair the ability of the Purchaser to complete the Transactions.

(e)

Non-Contravention. The execution, delivery and performance by each of the Purchaser of this Agreement and the consummation of the Transactions do not and shall not: (i) contravene, conflict with, or result in any violation or breach of the Purchaser’s constating documents or other comparable organizational documents of the Purchaser; or (ii) assuming compliance with the matters, or obtaining the approvals, referred to in Section (d) of this Schedule “C” above, contravene, conflict with or result in a violation or breach of any provision of any applicable Law or any license, approval, Consent or authorization held by the Purchaser, as the case may be, or any Authorization issued by a Governmental Authority.