GILAT SATELLITE NETWORKS LTD

Section 13: Transfer of the Note

13.1The Notes are transferable in respect of any face value amount provided it is in whole US dollars. Any transfer of the Notes not effected on the Exchange shall be made by a transfer deed in the customary form for share transfers, duly signed by the registered holder or his legal representatives, and by the transferee or his legal representatives, to be delivered to the Company at its address for service of process in Israel (or at another place in Israel designated by the Company), together with the Note certificates transferred thereunder, and such other reasonable proof as may be required by the Company to prove the transferor's right to make the transfer.

13.2Subject to the above, provisions of the Company's Articles of Association regarding the manner of share transfers shall apply, mutatis mutandis, to Note transfers and endorsements.

13.3If any mandatory payment applies to the Note transfer deed, reasonable proof of payment satisfactory to the Company shall be provided by the applicant for the transfer.

13.4In the case of transfer of only part of the face value principal of the Notes in this certificate, the certificate shall first be split pursuant to Section 12 above into the number of Note certificates required, such that the aggregate face value amounts equal the principal face value of said Note certificate.

13.5After fulfillment of all such conditions, the transfer shall be registered in the Noteholder register, and the transferee shall be subject to all conditions set forth in the Trust Deed and the Note with respect to that series.

13.6All expenses and commissions involved in the transfer shall be borne by the applicant for the transfer.