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AGREEMENT

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midastouch017   Tuesday, 09/23/14 01:15:54 PM
Re: None
Post # of 264 
AGREEMENT

THIS AGREEMENT (this “Agreement”) is entered into this September 17, 2014, by and between (1) Dov Baharav (the “Purchaser”), and (2) York Capital Management, L.P., a Delaware limited partnership, York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership, York Credit Opportunities Fund, L.P., a Delaware limited partnership, York Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership, Jorvik Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership and Permal York Ltd., a British Virgin Islands company (each, a "Seller Entity" and, collectively, the “Seller”). Each of Purchaser and Seller may be referred to herein as a "Party" and collectively as the "Parties".

WHEREAS, Gilat Satellite Networks Ltd. (the “Company”) is a public Israeli company whose ordinary shares, par value NIS 0.2 per share (“Ordinary Shares”), are traded on the NASDAQ Global Select Market and on the Tel Aviv Stock Exchange; and

WHEREAS, Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser a total of 849,182 Ordinary Shares of the Company (the "Purchased Shares") in an off-market private transaction in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, the Parties hereto agree as follows:


1. Sale of the Purchased Shares. On the Effective Date, Seller shall sell and transfer to Purchaser and Purchaser shall purchase from Seller the Purchased Shares, free and clear of any and all Encumbrances (as defined below), at a price per Purchased Share of US$4.95 and an aggregate purchase price of US$4,203,451 (the “Purchase Price”). The “Effective Date” shall be the business day in New York and Israel immediately following the day on which Seller notifies Purchaser that it is ready to consummate the sale of the Purchased Shares for the Purchase Price, but in no event before September 21, 2014 or after October 21, 2014.

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