Unassociated Document

0001144204-09-030788.txt : 20090603 0001144204-09-030788.hdr.sgml : 20090603 20090603165605 ACCESSION NUMBER: 0001144204-09-030788 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090603 DATE AS OF CHANGE: 20090603 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GILAT SATELLITE NETWORKS LTD CENTRAL INDEX KEY: 0000897322 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49455 FILM NUMBER: 09871846 BUSINESS ADDRESS: STREET 1: C/O GILAT SATELLITE NETWORKS INC STREET 2: 1651 OLD MEADOW RD CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 7037349401 MAIL ADDRESS: STREET 1: GILAT HOUSE YEGIA KAPAYIM STREET STREET 2: DANIV PARK CITY: KIRYAT ARYE PETAH TI STATE: L3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JGD MANAGEMENT CORP /NY CENTRAL INDEX KEY: 0001012670 IRS NUMBER: 133633324 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2123001300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE, 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 v151364_13da.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Gilat Satellite Networks Ltd.

(Name of Issuer)

Ordinary Shares, NIS 0.20 par value per share

(Title of Class of Securities)

M51474118

(CUSIP Number)

Adam J. Semler

JGD Management Corp.

767 Fifth Avenue, 17th Floor

New York, New York 10153

Telephone: (212) 300-1300

With copies to:

Richard P. Swanson, Esq.

Arnold & Porter LLP

399 Park Avenue

New York, New York 10022

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications)

May 31, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box ¨.

Page 1 of 13 Pages

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 13 Pages

CUSIP No. M51474118

13D

1) NAMES OF REPORTING PERSONS		JGD Management Corp.

2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ¨
(b) x

3) SEC USE ONLY

4) SOURCE OF FUNDS (SEE INSTRUCTIONS)		AF

5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)		¨

6) CITIZENSHIP OR PLACE OF ORGANIZATION		Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7) SOLE VOTING POWER	8,121,651
	8) SHARED VOTING POWER	-0-
	9) SOLE DISPOSITIVE POWER	8,121,651
	10) SHARED DISPOSITIVE POWER	-0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED		8,121,651
BY EACH REPORTING PERSON

12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)		¨

13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 20.3%

14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)		CO

Page 3 of 13 Pages

The information in this Amendment No. 5 to Schedule 13D (this “Amendment”) supplements and amends, but is not a complete restatement of, the Amendment No. 3 to Schedule 13D (the “Amendment No. 3”) filed by JGD Management Corp., a Delaware corporation (“JGD” or the “Reporting Person”), d/b/a York Capital Management, with the U.S. Securities and Exchange Commission (the “SEC”) on January 2, 2007, as amended by the Amendment No. 4 to Schedule 13D (the “Amendment No. 4” and together with the Amendment No. 3, the “Prior Amendments”) filed by JGD with the SEC on April 10, 2008, relating to the ordinary shares, par value NIS 0.20 per share (the “Shares”), of Gilat Satellite Networks Ltd. (the “Company”). This Amendment should be read in conjunction with, and is qualified in its entirety by reference to, the Prior Amendments. Capitalized terms used in this Amendment but not otherwise defined have the meaning ascribed to them in the Prior Amendments. The Prior Amendments are supplemented and amended as follows:

Item 2.

Identity and Background

Item 2 of the Amendment No. 4 is hereby amended and restated in its entirety as follows:

(a) This Statement is filed by JGD Management Corp., a Delaware corporation (“JGD” or the “Reporting Person”), d/b/a York Capital Management, with respect to Shares directly owned by or allocated for the benefit of:

(i) York Capital Management, L.P., a Delaware limited partnership (“York Capital”);

(ii) York Investment Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Investment”);

(iii) York Credit Opportunities Fund, L.P., a Delaware limited partnership (“York Credit Opportunities”);

(iv) York Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Credit Opportunities Master”); and

(v) one other account (the “Managed Account”).

The General Partners of York Capital, York Investment, York Credit Opportunities and York Credit Opportunities Master have delegated certain investment advisory and administrative duties of such investment funds to JGD. JGD also manages the Managed Account. Accordingly, JGD may be deemed to have beneficial ownership over the Shares reported in this Statement.

The sole shareholder of JGD is James G. Dinan.

Dinan Management, L.L.C., a New York limited liability company (“Dinan Management”), is the General Partner of York Capital and York Investment. James G. Dinan and Daniel A. Schwartz are the controlling members of Dinan Management.

Page 4 of 13 Pages

York Credit Opportunities Domestic Holdings, LLC, a New York limited liability company (“York Credit Opportunities Domestic Holdings”), is the General Partner of York Credit Opportunities and York Credit Opportunities Master. James G. Dinan and Daniel A. Schwartz are the controlling members of York Credit Opportunities Domestic Holdings.

The name of each director and each executive officer of JGD is set forth on Exhibit 1 attached hereto, which is incorporated herein by reference.

(b) The principal business office address of each of JGD, York Capital, York Investment, York Credit Opportunities, York Credit Opportunities Master, York Credit Opportunities Domestic Holdings, Dinan Management, James G. Dinan and Daniel A. Schwartz is:

c/o York Capital Management

767 Fifth Avenue, 17th Floor

New York, New York 10153

The business address of each other person named in Item 2(a) above is set forth on Exhibit 1 attached hereto, which is incorporated herein by reference.

(c) JGD and its affiliates are investment managers of certain investment funds and accounts for which they have discretionary investment authority.

Each of York Capital, York Investment, York Credit Opportunities and York Credit Opportunities Master is a privately owned investment limited partnership in the principal business of purchasing for investment trading purposes securities and other financial instruments.

Dinan Management is a privately owned limited liability company in the principal business of acting as the General Partner of York Capital, York Investment and another privately owned limited partnership.

York Credit Opportunities Domestic Holdings is a privately owned limited liability company in the principal business of acting as the General Partner of York Credit Opportunities and York Credit Opportunities Master.

The present principal occupation or employment of each other person named in Item 2(a) above is set forth on Exhibit 1 attached hereto, which is incorporated herein by reference.

Page 5 of 13 Pages

(d)-(e) Neither the Reporting Person nor, to the knowledge of the Reporting Person, any other person named in Item 2(a) above has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship of each natural person named in Item 2(a) above is set forth on Exhibit 1 attached hereto, which is incorporated herein by reference.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of the Amendment No. 4 is hereby incorporated by this reference and further amended and supplemented by adding the following at the end thereof:

Registration Rights Agreement

On May 31, 2009 (the “Effective Date”), the Reporting Person and the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) whereby the Company agreed to prepare and file with the SEC a Registration Statement on Form F-3 on or prior to the 30th day following the Effective Date, covering a resale offering of any Shares held, and any Shares issuable upon exercise of any warrant, option or other right held (collectively, the “Registrable Securities”), by the Reporting Person on the Effective Date. The Company shall be required to keep such Registration Statement continuously effective until all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act of 1933, as amended. In addition, at any time a Registration Statement covering the Registrable Securities is not effective, one or more holders of Registrable Securities having a market value of at least $1 million will be entitled to require the Company to grant “demand registration” with respect to all Registrable Securities requested to be registered. If the Company proposes to register any securities for its own account in connection with the public offering of such securities for cash, each holder of Registrable Securities may also request that its Registrable Securities be included in such registration.

The preceding description of the Registration Rights Agreement is a summary only and is qualified in its entirety by reference to the copy of the Registration Rights Agreement included as an exhibit to this Statement and incorporated herein by this reference.

Item 4.

Purpose of Transaction

Item 4 of the Amendment No. 3 is hereby incorporated by this reference and further amended and supplemented by replacing the first paragraph thereof with the following:

Page 6 of 13 Pages

The Reporting Person acquired the securities of the Company described in Item 5 of this Statement for investment purposes. The Reporting Person reserves the right to purchase additional Shares, either separately or together with other persons, to sell all or some of the Shares beneficially owned by them, including, without limitation, pursuant to any registration statement under the Securities Act of 1933, as amended, required to be filed and kept effective by the Company under the Registration Rights Agreement, or to otherwise trade in the Shares, in open market or private transactions, provided that in its judgment such transactions present an attractive (long- or short-term) opportunity for profit.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Amendment No. 4 is hereby amended and restated in its entirety as follows:

(a) (i) JGD may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 8,121,651 Shares, which constitute approximately 20.3% of the issued and outstanding Shares. As the sole shareholder of JGD, James G. Dinan may be deemed to be the beneficial owner of the Shares beneficially owned by JGD.

(ii) York Capital may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 591,680 Shares, which constitute approximately 1.5% of the issued and outstanding Shares. As the General Partner of York Capital, Dinan Management may be deemed to be the beneficial owner of the Shares beneficially owned by York Capital. In addition, as the controlling members of Dinan Management, James G. Dinan and Daniel A. Schwartz may be deemed to be the beneficial owners of the Shares beneficially owned by York Capital.

(iii) York Investment may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 6,096,026 Shares, which constitute approximately 15.2% of the issued and outstanding Shares. As the General Partner of York Investment, Dinan Management may be deemed to be the beneficial owner of the Shares beneficially owned by York Investment. In addition, as the controlling members of Dinan Management, James G. Dinan and Daniel A. Schwartz may be deemed to be the beneficial owners of the Shares beneficially owned by York Investment.

(iv) York Credit Opportunities may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 301,080 Shares, which constitute approximately 0.8% of the issued and outstanding Shares. As the General Partner of York Credit Opportunities, York Credit Opportunities Domestic Holdings may be deemed to be the beneficial owner of the Shares beneficially owned by York Credit Opportunities. In addition, as the controlling members of York Credit Opportunities Domestic Holdings, James G. Dinan and Daniel A. Schwartz may be deemed to be the beneficial owners of the Shares beneficially owned by York Credit Opportunities.

Page 7 of 13 Pages

(v) York Credit Opportunities Master may, pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 645,709 Shares, which constitute approximately 1.6% of the issued and outstanding Shares. As the General Partner of York Credit Opportunities Master, York Credit Opportunities Domestic Holdings may be deemed to be the beneficial owner of the Shares beneficially owned by York Credit Opportunities Master. In addition, as the controlling members of York Credit Opportunities Domestic Holdings, James G. Dinan and Daniel A. Schwartz may be deemed to be the beneficial owners of the Shares beneficially owned by York Credit Opportunities Master.

(vi) To the knowledge of the Reporting Person, except as described above, no Shares are beneficially owned, or may be deemed to be beneficially owned, by any of the persons named on Exhibit 1.

The number of Shares beneficially owned and the percentage of outstanding Shares represented thereby, for each person named above, have been computed in accordance with Rule 13d-3 under the Exchange Act. The percentages of ownership described above for JGD, York Capital, York Investment, York Credit Opportunities and York Credit Opportunities Master are based on 40,103,662 Shares issued and outstanding as of December 31, 2008 as reported in the Company’s Annual Report of Foreign Private Issuer on Form 20-F filed with the SEC on April 7, 2009.

(b) (i) JGD may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 8,121,651 Shares. As the sole shareholder of JGD, James G. Dinan may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 8,121,651 Shares.

(ii) York Capital may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 591,680 Shares. As the General Partner of York Capital, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 591,680 Shares. In addition, as the controlling members of Dinan Management, James G. Dinan and Daniel A. Schwartz may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of 591,680 Shares.

(iii) York Investment may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 6,096,026 Shares. As the General Partner of York Investment, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 6,096,026 Shares. In addition, as the controlling members of Dinan Management, James G. Dinan and Daniel A. Schwartz may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of 6,096,026 Shares.

(iv) York Credit Opportunities may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 301,080 Shares. As the General Partner of York Credit Opportunities, York Credit Opportunities Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 301,080 Shares. In addition, as the controlling members of York Credit Opportunities Domestic Holdings, James G. Dinan and Daniel A. Schwartz may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of 301,080 Shares.

Page 8 of 13 Pages

(v) York Credit Opportunities Master may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 645,709 Shares. As the General Partner of York Credit Opportunities Master, York Credit Opportunities Domestic Holdings may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 645,709 Shares. In addition, as the controlling members of York Credit Opportunities Domestic Holdings, James G. Dinan and Daniel A. Schwartz may be deemed to have the shared power to dispose of, direct the disposition of, vote or direct the vote of 645,709 Shares.

(vi) To the knowledge of the Reporting Person, except as described above, none of the persons named on Exhibit 1 has, or may be deemed to have, any power to dispose of, direct the disposition of, vote or direct the vote of any Share.

(c) During the past sixty (60) days preceding the date of this Statement, the Reporting Person did not effect any transactions in the Shares.

(d) The right to receive dividends from, or the proceeds from the sale of, all Shares reported in this Statement as beneficially owned by the Reporting Person is held by York Capital, York Investment, York Credit Opportunities, York Credit Opportunities Master or the Managed Account, as the case may be, all of which are the advisory clients of the Reporting Person or its affiliates. The Reporting Person itself disclaims beneficial ownership of all Shares reported in this Statement pursuant to Rule 13d-4 under the Exchange Act.

Except as set forth in this Item 5(d), to the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any other Shares deemed to be beneficially owned by the Reporting Person.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Amendment No. 4 is hereby amended and restated in its entirety as follows:

The information provided in response to Item 3 above is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits

Item 7 of the Amendment No. 4 is hereby restated in its entirety as follows:

Page 9 of 13 Pages

The exhibits listed on the Index of Exhibits of this Statement are filed herewith or incorporated by reference to a previously filed document.

Page 10 of 13 Pages

SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement is true, complete and correct.

Dated: June 2, 2009

JGD MANAGEMENT CORP.

By:	/s/ Adam J. Semler
	Adam J. Semler
	Chief Financial Officer

Page 11 of 13 Pages

INDEX OF EXHIBITS

Exhibit No.		Description

1		Directors and Executive Officers of JGD Management Corp. (previously filed as Exhibit 1 to the Reporting Person’s Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2008).

2		Loan Assignment Agreement dated June 23, 2005 (the “Loan Assignment Agreement”) by and among Bank Hapoalim B.M. (the “Bank”) and York Capital Management, for and on behalf of accounts managed by it (previously filed as Exhibit 1 to the Bank’s Amendment No. 3 to its Schedule 13D filed with the SEC on July 27, 2005).

3		Addendum to the Loan Assignment Agreement dated July 18, 2005 by and among the Bank and York Capital Management, for and on behalf of accounts managed by it (previously filed as Exhibit 6 to the Reporting Person’s Schedule 13D filed with the SEC on July 28, 2005).

4		Amendment dated April 1, 2004 to the Facility Agreement between Gilat Satellite Networks Ltd. (the “Company”) and the Bank (previously filed as Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the fiscal year ending December 31, 2004 filed with the SEC on March 17, 2005).

5		Amendment to Facility Agreement and Warrant dated December 27, 2005 between the Company and York Capital Management (previously filed as Exhibit 4.3 to the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2005 filed with the SEC on March 23, 2006).

6		Form of Warrant to purchase ordinary shares, par value NIS 0.20 per share, of the Company (previously filed as Exhibit 8 to the Reporting Person’s Amendment No. 1 to Schedule 13D filed with the SEC on June 5, 2006).

7		Share Option Agreement dated July 18, 2005 by and among Bank Hapoalim B.M. and York Capital Management, for and on behalf of accounts managed by it (previously filed as Exhibit 2 to the Bank’s Amendment No. 3 to its Schedule 13D filed with the SEC on July 27, 2005).

8		Irrevocable Proxy dated July 18, 2005 granted by Bank Hapoalim B.M. to York Capital Management (previously filed as Exhibit 3 to the Bank’s Amendment No. 3 to its Schedule 13D filed with the SEC on July 27, 2005).

Page 12 of 13 Pages

9		Irrevocable Proxy dated July 23, 2005 granted by Mivtach Shamir Holdings Ltd. to York Capital Management (previously filed as Exhibit 10 to the Reporting Person’s Schedule 13D filed with the SEC on July 28, 2005).

10		Form of Underwriting Agreement (previously filed as Exhibit 1 to the Company’s Amendment No. 1 to the Registration Statement on Form F-3 (Registration No. 333-138856) filed with the SEC on November 29, 2006).

11		Registration Rights Agreement dated May 31, 2009 by and among Gilat Satellite Networks Ltd. and York Capital Management, on behalf of funds and accounts managed by it.

Page 13 of 13 Pages

EX-11 2 v151364_ex11.htm

EXHIBIT 11

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT is made as of the 31st day of May, 2009, by and among Gilat Satellite Networks Ltd., an Israeli company (the “Company”), and York Capital Management, on behalf of funds and accounts managed by it (collectively, “Shareholder”).

RECITALS

WHEREAS, the Company and the Shareholder (by assignment from Bank Hapoalim B.M.) are party to a letter agreement, dated April 1, 2004 ("Letter Agreement"), which, among other things, grants to the Shareholder various rights to have Company shares held by it registered under the Act (as defined below);

WHEREAS, the Company and the Shareholder desire to enter into this Agreement to replace the provisions of Section 5 of the Letter Agreement; and

WHEREAS, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Shareholder hereby agree as follows:

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.	Definitions

For purposes of this Agreement:

(a) The term “Act” means the Securities Act of 1933, as amended.

(b) The term “Effectiveness Date” means the 90th day following the date hereof.

(d) The term “Form F-3” means such form under the Act as in effect on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(e) The term “Holder” means the Shareholder and any person owning or having the right to acquire Registrable Securities or any assignee thereof in accordance with Section 10 hereof.

(f) The term “1934 Act” means the Securities Exchange Act of 1934, as amended.

(g) The term “register,” “registered” and “registration” refers to a registration effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.

(h) The term “Registrable Securities” means: (i) any Ordinary Shares of the Company now held by a Holder and (ii) any Ordinary Shares of the Company issuable upon exercise of any warrant, option or other right now held by a Holder. As to any Registrable Securities, once issued such securities shall cease to be Registrable Securities when (i) they have been registered pursuant to the Act and disposed of in accordance with the Registration Statement registering such shares, (ii) they are is sold by Holder thereof in accordance with Rule 144 under the Act, (iii) five years from the Effectiveness Date or (iv) they cease to be outstanding.

(i) The number of shares of “Registrable Securities then outstanding” shall mean the number of shares of Ordinary Shares that are Registrable Securities and (i) are then issued and outstanding or (ii) are then issuable pursuant to the exercise or conversion of then outstanding and then exercisable options, warrants or convertible securities.

(j) The term “Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation thereafter adopted by the SEC having substantially the same effect as such Rule.

(k) The term “SEC” means the United States Securities and Exchange Commission.

2.	F-3 Registration

On or prior to the Filing Date, the Company shall prepare and file with the SEC a “shelf” registration statement covering all the Registrable Securities for an offering to be made on a continuous basis by the Holders. The registration statement shall be on Form F-3. The Company shall use its best efforts to cause the registration statement to be declared effective under the Act, as promptly as possible after the filing thereof, but in any event on or prior to the Effectiveness Date. Thereafter, the Company undertakes to comply with all necessary filings and other requirements so as to keep such registration statement continuously effective under the Act until all the Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 as determined by counsel to the Company pursuant to a written opinion to such effect, addressed and acceptable to the Company’s transfer agent.

2.1 If the Holders of a majority of the Registrable Securities so elect, an offering of Registrable Securities pursuant to the registration statement may be effected in the form of an underwritten offering. In such event, the underwriter will be selected by the Holders holding a majority of the Registrable Securities to be registered and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Holders holding a majority of the Registrable Securities to be registered and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting and the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting.

-2-

2.2 In the event of an underwritten offering, if the managing underwriter advises the Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such underwritten offering exceeds the amount that can be sold in such underwritten offering, then there shall be included in such underwritten offering the number of Registrable Securities which in the opinion of the managing underwriters can be sold, and such number shall be allocated among all Holders thereof on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder.

2A.	Demand Registration

2A.1 If the Company shall receive a written request (the “Registration Request”) at any time that a registration statement under Section 2 above is not effective, from one or more Holders holding in the aggregate Registrable Securities having a market value of at least $1 million as of the time of the request to register under the Act, the Company shall:

(a) within twenty (20) days of the receipt thereof, give written notice of such request to all Holders; and

(b) use its best efforts to cause a registration statement, covering all Registrable Securities that the Holders request to be registered, to be declared effective under the Act as promptly as possible after receipt of the Registration Request, but in any event on or prior to the 90th day after the Registration Request is deemed given to the Company, so as to permit the resale thereof and in connection therewith shall prepare and file a registration statement on such appropriate registration form of the SEC as shall be available to the Company.

The written request referred to in this Section 2A.1 shall (i) specify the number of Registrable Securities intended to be offered and sold, (ii) describe the nature and method of the proposed offer and sale thereof, and (iii) contain an undertaking of the Holder(s) to provide all such information and materials and take all such action as may be reasonably required in order to permit the Company to comply with all applicable requirements of the SEC.

2A.2 If the Holders initiating the registration request hereunder (the “Initiating Holders”) so elect, an offering of Registrable Securities pursuant to the registration statement may be effected in the form of an underwritten offering. In such event, the underwriter will be selected by the Initiating Holders holding a majority of the Registrable Securities to be registered and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by Initiating Holders holding a majority of the Registrable Securities to be registered and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting and the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting and shall provide the underwriter or underwriters with such ancillary underwriting documents and legal opinions as are customary.

-3-

2A.3 In the event of an underwritten offering, if the managing underwriter advises the Initiating Holders in writing that in their opinion the amount of Registrable Securities proposed to be sold in such underwritten offering exceeds the amount that can be sold in such underwritten offering, then the Initiating Holders shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto and there shall be included in such underwritten offering the number of Registrable Securities which in the opinion of the managing underwriters can be sold, and such number shall be allocated among all Holders thereof, including the Initiating Holders, on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder.

2A.4 The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2A:

(a) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $1,000,000; or

(b) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

2A.5 At any time after a registration statement filed pursuant to Section 2 or Section 2A has been declared effective by the SEC, the Company may delay the disclosure of material non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion of the Board of Directors of the Company and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company, otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Holders in writing of the existence of a Grace Period in conformity with the provisions of this Section (provided that in each notice the Company will not disclose the content of such material non-public information to the Holders, unless requested) and the date on which the Grace Period will begin, and (ii) notify the Holder in writing of the date on which the Grace Period ends; and, provided further, that no Grace Period shall exceed fifteen (15) consecutive days and during any three hundred sixty five (365) day period such Grace Periods shall not exceed an aggregate of thirty (30) days and the first day of any Grace Period must be at least two (2) trading days after the last day of any prior Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period above, the Grace Period shall begin on and include the date the Holder receives the notice referred to in clause (i) and shall end on and include the later of the date the Holder receives the notice referred to in clause (ii) and the date referred to in such notice.

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3.	Incidental Registration

(a) If the Company proposes to register for its own account any of its capital stock or other securities under the Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option plan or a transaction under Rule 145 of the Act), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 11.5 the Company shall use its best efforts to cause to be registered under the Act all of the Registrable Securities that each such Holder has requested to be registered; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination and its reasons therefor to the Holders, and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities.

(b) Any registration by holders of Registrable Securities in a registration by the Company shall be in accordance with the Company’s plan of distribution.

4.	Obligations of the Company

In connection with the Company’s registration obligations under this Agreement, the Company shall:

4.1 Prepare and file with the SEC a registration statement with respect to such Registrable Securities, which (i) in the case of a filing of a registration statement under Section 2 shall be on or prior to the Filing Date and (ii) in the case of a filing of a registration statement under Section 2A shall be within thirty (30) days after the Registration Request is deemed given to the Company, and cause such registration statement to be declared effective under the Act (i) on or prior to the Effectiveness Date, in the case of a registration statement filed under Section 2 and (ii) on or prior to the 90th day after the Registration Request is deemed given to the Company, in the case of a registration statement filed under Section 2A, and keep such registration statement effective (i) until all such Registrable Securities under such registration statement are sold, in the case of a registration statement filed under Section 2 or of registration statements on Form F-3 filed under Section 2A that are intended to be offered on a continuous or delayed basis or (ii) for a period of up to one hundred twenty (120) days or such earlier date as all such Registrable Securities under such registration statement are sold, in the case of other registration statements filed under Section 2A.

4.2 (i) Prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement and (ii) subject to section to Section 2A.4, prepare and file with the SEC such amendments to the registration statement filed under this Agreement as may be necessary to keep the registration statement effective for the periods set forth in Section 4.1.

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4.3 Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request to facilitate the disposition of Registrable Securities owned by them.

4.4 Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, except as may be required by the Act.

4.5 In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

4.6 Notify each Holder of Registrable Securities covered by such registration statement at any time (i) of any request by the SEC or any other Federal or state governmental authority for amendments or supplements to the registration statement filed pursuant to this Agreement or related prospectus or for additional information; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any proceedings for that purpose; or (iii) when a prospectus relating thereto is required to be delivered under the Act or the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

4.7 Upon the occurrence of any event contemplated by Section 4.6(iii), as promptly as reasonably possible, prepare a supplement or amendment, including a post-effective amendment, to the registration statement or a supplement to the related prospectus or any document incorporated or deemed incorporated by reference therein, and file any other required document, so that, as thereafter delivered, neither the registration statement nor such prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstance under which they were made, not misleading.

4.8 Cause all such Registrable Securities registered hereunder to be listed on the securities exchanges on which similar securities issued by the Company are then listed.

4.9 Comply with all applicable rules and regulations of the SEC.

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4.10 Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to Section 2, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

5.	Furnish Information

It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2, 2A and 3 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities.

6.	Expenses of Registration

The Company shall bear and pay all expenses incurred in connection with any registration, filing or qualification of Registrable Securities with respect to the registrations under this Agreement for each Holder, including (without limitation) all registration, filings and qualification fees, printers’ and accounting fees and fees and disbursements of counsel for the Company and the Underwriters, but excluding underwriting discounts and commissions and the fees of counsel for each Holder with respect to Registrable Securities to be sold for the account of the selling shareholders, as well as stock transfer taxes and fees.

7.	Underwriting Requirements

If a registration statement for which the Company gives notice pursuant to Section 3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any Holder’s Registrable Securities to be included in a registration pursuant to Section 3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) in such registration determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 20 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

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8.	Indemnification

In the event any Registrable Securities are included in a registration statement under Agreement:

8.1 To the extent permitted by law, the Company will indemnify and hold harmless each Holder, and each of the officers, directors, agents, employees of such Holder or any underwriter (as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act, and the officers, directors, agents and employees of such controlling person (collectively, the “Holder Indemnified Parties”), from and against any losses, claims, damages, liabilities or costs (joint or several) to which they may become subject under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, liabilities or costs (or actions in respect thereof) arise out of, are based upon or relate to any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Act, the 1934 Act or any state securities law; and the Company will reimburse each such Holder Indemnified Party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to which a Holder Indemnified Party becomes subject to the extent (and only to the extent) that (i) such Violation occurs in reliance upon and in conformity with written information regarding such Holder furnished by any such Holder Indemnified Party to the Company expressly for use in connection with such registration or (ii) such loss, claim, damage, liability or action is based on a failure of such person to deliver or cause to be delivered the final prospectus contained in the registration statement and furnished by the Company in accordance with Section 4.3, if such delivery is required by applicable law.

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8.2 To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, liabilities or costs (joint or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, liabilities or costs (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information regarding such Holder furnished by such Holder to the Company expressly for use in connection with such registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this subsection 8.2 for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further, that in no event shall any indemnity under this subsection 8.2 exceed the net proceeds from the offering received by such Holder.

8.3 Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that all indemnified parties shall collectively have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified parties by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the indemnified party under this Section 8, except to the extent that it is finally determined (which determination is not subject to appeal or further review) that such failure shall have proximately and materially adversely prejudiced the indemnifying party. No indemnifying party, in the defense of any such claim or litigation shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.

8.4 If the indemnification provided for in this Section 8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Shareholder agree that it would not be just and equitable if contribution pursuant to this Section 8.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 8.4, (i) in no case shall any one selling shareholder be liable or responsible for any amount in excess of the net proceeds received by such selling shareholder from the offering of Registrable Securities and (ii) the Company shall be liable and responsible for at least any amount in excess of such proceeds unless a court determines that another third party is liable; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person or entity who is not guilty of such fraudulent misrepresentation. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

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8.5 Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

8.6 The obligations of the Company and Holders under this Section 8 shall survive the completion of any offering of Registrable Securities in a registration statement under this Agreement and otherwise.

9.	Reports Under the 1934 Act

With a view to making available to the Holders the benefits of Rule 144 promulgated under the Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form F-3 or similar form, the Company agrees to:

9.1 make and keep public information available, as those terms are understood and defined in Rule 144, at all times;

9.2 file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and

9.3 furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such form.

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10.	Assignment of Registration Rights

The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee or assignee of such securities provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement, and (c) the Holder or its assignee shall reimburse the Company for all expenses reasonably incurred by it in connection with such assignment, including any fees and costs incurred in filing an amendment or supplement to the registration statement.

11.	Miscellaneous

11.1 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

11.2 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Israel as applied to agreements among Israeli residents entered into and to be performed entirely within Israel. Each of the parties hereto irrevocably consents to the sole and exclusive jurisdiction and venue of any court within Tel Aviv – Jaffa, State of Israel, in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein, agrees that process may be served upon them in any manner authorized by the laws of the State of Israel for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to such jurisdiction, venue and such process.

11.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

11.5 Notices. All notices and requests required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, and if not, then on the next business day; (iii) two days after being sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the address as set forth on the signature page hereof or at such other address as such party may designate by ten days advance written notice to the other parties hereto.

11.6 Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

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11.7 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of all the Holders of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities and the Company.

11.8 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

11.9 Aggregation of Stock. All shares of Registrable Securities held by affiliated entities or persons shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

11.10 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof.

11.11 Remedies. Each Holder of Registrable Securities, in addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

11.12 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of, and shall not be enforceable by, any person or entity other than the Company, any Holder or person or entity who becomes a Holder and, with respect to the rights to indemnification under Section 8 of this Agreement, any Holder Indemnified Parties.

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

		Address for Notices:
COMPANY:		21 Yegia Kapayim St., Kiryat Arye
		Petach Tikva, Israel 49130
		Attention: Rachel Prishkolnik, Adv.
		Fax: 972-3-9252945

GILAT SATELLITE NETWORKS LTD.			with a copy to:
			Carter Ledyard & Milburn LLP
			2 Wall Street
By:	/s/ Amiram Levinberg		New York, New York 10005
			Attention: Steven J. Glusband
			Fax: 212-732-3232
	Name:	Amiram Levinberg
	Title:	Chairman of the Board and CEO

		Address for Notices:
		767 Fifth Avenue, 17th floor
SHAREHOLDERS:		New York, NY 10153
		Attention: Adam Semler
		Fax: 212-300-1301

YORK CAPITAL MANAGEMENT

			with a copy to:
By:	/s/ David B. Charnin
			Gross, Kleinhendler, Hodak, Halevy,
			Greenberg & Co.
	Name:	David B. Charnin	One Azrieli Center (Round Building)
	Title:	Vice President, Chief Investment	Tel Aviv, 67021 Israel
		Counsel	Attention: Richard Mann
			Fax: 972-3-607-4411

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