As per the terms of the contemplated agreement, Bank Hapoalim is to sell to York Capital Management, an investment fund headquartered in New York City, its rights and interest in the outstanding loan to the Company in the amount of $71.4 million and an option for the purchase of 1,000,809 of its approximately 3.3 million shares in the Company.

In addition, the Bank informed the Company that the agreement will include the sale of an additional 1,250,000 shares to Mivtach Shamir Finance Ltd. The Bank and Mivtach Shamir also confirmed that they agreed to provide York Capital with a proxy to vote the remaining Gilat shares held by the Bank and those sold to Mivtach Shamir as part of the transaction.

The proxy is to remain valid until the earlier of two years from the closing and the date upon which such shares are sold.

The consummation of the agreement is subject to the procurement of the required regulatory approvals, the completion of due diligence, the execution of the requisite documents for the assignment of the Company's debt and the nomination of purchaser's representatives to the Company's board of directors.

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