ISRAEL AMPLIFY PROGRAM CORP.
10 E. 53rd Street, Suite 1301, 13th Floor
New York, New York, 10017
March 25, 2021
RE: Securities Subscription Agreement
Ladies and Gentlemen:
Israel Amplify Program Corp., a Cayman Islands exempted company (the Company), is pleased to accept the offer that Pitango Acquisition Corporation Limited Partnership, an Israeli limited partnership (the Subscriber or you), has made to purchase 2,450,100 of the Companys Class B ordinary shares (the Purchased Shares), $0.0001 par value per share (the Class B Ordinary Shares), up to 326,100 of which are subject to complete or partial forfeiture by you if the underwriter of the Companys initial public offering (the IPO) does not fully exercise its over-allotment option (the Over-allotment Option). For the purposes of this agreement (this Agreement), references to Ordinary Shares are to, collectively, the Class B Ordinary Shares and the Companys Class A ordinary shares, $0.0001 par value per share (the Class A Ordinary Shares). Pursuant to the Companys memorandum and articles of association, as amended from time to time (the Articles), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unless the context otherwise requires, as used herein, Purchased Shares shall be deemed to include any Class A Ordinary Shares issued upon conversion of any Class B Ordinary Shares comprising the Purchased Shares. The terms on which the Company is willing to sell the Purchased Shares to the Subscriber, and the Company and the Subscribers agreements regarding such Purchased Shares, are as follows:
1. Subscription and Purchase of Purchased Shares. The Company acknowledges receiving $10,652.61 from the Subscriber in the form of cash and hereby issues the Purchased Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases such Purchased Shares from the Company, 326,100 of which are subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to the Purchased Shares being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. Concurrently with the Subscribers execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscribers name representing the Purchased Shares (the Original Certificate) and update its register of members accordingly, or record such delivery in book-entry form.
2. Representations, Warranties and Agreements.
2.1 Subscribers Representations, Warranties and Agreements. To induce the Company to issue the Purchased Shares to the Subscriber, the Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
2.1.1. No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the offering of the Purchased Shares.
2.1.2. No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture or instrument to which the Subscriber is a party or (iii) any law, statute, rule, regulation, agreement, order, judgment or decree to which the Subscriber is subject.
2.1.3. Organization and Authority. The Subscriber is a limited partnership, validly existing and in good standing under the laws of Israel and possesses all requisite power and authority necessary to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement will be a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).