cresudexhibit42toform8-a





 







Exhibit 4.2

 



WARRANT AGENT AGREEMENT

 


This
Warrant Agent Agreement (the “Warrant Agent Agreement”) made as
of February 24, 2021, is between Cresud Sociedad Anónima
Comercial Inmobiliaria Financiera y Agropecuaria
(“Cresud”), an
Argentine company, (the “Company”), an Argentine company,
and Computershare, Inc. and Computershare Trust Company N.A., as
warrant agent (the “Warrant
Agent”).

 


WHEREAS, the
Company has determined to issue and deliver to shareholders, among
other securities, warrants (the “Warrants”) to purchase up to an
aggregate of 90,000,000 shares of common stock of the Company (the
“Warrant
Shares”), pursuant to a registered offering by the
Company of rights to subscribe for new common shares and receive
warrants, as set forth in registration statements on Form F-3 filed
with the Securities and Exchange Commission on January 5, 2021 and
February 12, 2021 (the “Registration Statements”). Each
Warrant evidences the right of the holder thereof to purchase, for
an exercise price to be determined, one Warrant Share, as subject
to adjustment as described below and in the Warrant Certificate
(the “Exercise
Price”);

 


WHEREAS, the
Company desires the Warrant Agent to act on behalf of the Company,
and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise
of the Warrants;

 


WHEREAS, the
Company desires to provide for the form and provisions of the
Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights and immunities of
the Company, the Warrant Agent and the holders of the Warrants;
and

 


WHEREAS, all acts
and things have been done and performed which are necessary to make
the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided
herein, the legally valid and binding obligations of the Company,
and to authorize the execution and delivery of this Warrant Agent
Agreement.

 


NOW,
THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:

 

1. Appointment
of Warrant Agent

 


. The
Company hereby appoints the Warrant Agent to act as agent for the
Company for the Warrants, and the Warrant Agent hereby accepts such
appointment and agrees to perform the same in accordance with the
express terms and conditions set forth in this Warrant Agent
Agreement (and no implied terms or conditions).

 

2. Warrants

 




 

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2.1 Form of Warrant. Each Warrant
shall be (a) issued in book-entry form and evidenced by a global
warrant certificate, substantially in the form of Exhibit A hereto
(including the DTC legend hereon) or(b) in registered form as
non-global definitive warrant certificates, in substantially the
form of Exhibit A attached hereto (but excluding the DTC legend
hereon), the provisions of which are incorporated herein, and
signed by, or bear the facsimile or .pdf signature of, any two of
the Chief Executive Officer, Chief Financial Officer of the Company
and such other officers of the Company as the Company may designate
(each an “Authorized
Signatory” and, collectively, the “Authorized Signatories”). In the
event the person whose facsimile or .pdf signature has been placed
upon any Warrant shall have ceased to serve in the capacity in
which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not
ceased to be such at the date of issuance. All of the Warrants
shall initially be represented by one or more book-entry positions
and evidenced by a global warrant certificate (the
“Global Book-Entry
Warrant”). In the event of any conflict between the
terms of the Warrant, in the form of Exhibit A attached hereto, and
the terms of this Warrant Agency Agreement, the terms of the
Warrant shall control; provided, that, with respect to the powers,
rights, duties, obligations and immunities of the Warrant Agent,
this Warrant Agency Agreement shall govern and
control.

 

2.2 Registration.

 

2.2.1 Warrant
Register. The Warrant Agent shall maintain books
(“Warrant
Register”) for the registration of the original
issuance and registration of transfers of the Warrants. Upon the
initial issuance of the Warrants, at the Company’s written
request, the Warrant Agent shall issue and register the Warrants in
the names of the respective holders thereof in such denominations
and otherwise in accordance with the written instructions delivered
to the Warrant Agent by the Company. To the extent the Warrants are
DTC eligible as of the date of issuance (the “Issuance Date”), all of the
Warrants shall be represented by one Global Book-Entry Warrant
deposited with the Depository Trust Company (the
“Depository”)
and registered in the name of Cede & Co., a nominee of the
Depository. Ownership of beneficial interests in the Book-Entry
Warrant shall be shown on, and the transfer of such ownership shall
be effected through, records maintained (i) by the Depository or
its nominee for the Book Entry Warrant; (ii) by institutions that
have accounts with the Depository (such institution, with respect
to a Warrant in its account, a “Participant”); or (iii) directly
on the book-entry records of the Warrant Agent with respect only to
owners of beneficial interests that represent such direct
registration. If the Warrants are not DTC Eligible as of the
Issuance Date or the Depository subsequently ceases to make its
book-entry settlement system available for the Warrants, the
Company may instruct the Warrant Agent in writing regarding making
other arrangements for book-entry settlement within ten (10) days
after the Depository ceases to make its book-entry settlement
available. In the event that the Company does not make alternative
arrangements for book-entry settlement within ten (10) days or the
Warrants are not eligible for, or it is no longer necessary to have
the Warrants available in, book-entry form, the Warrant Agent shall
provide written instructions to the Depository to deliver to the
Warrant Agent for cancellation each Book-Entry Warrant, and the
Company shall instruct the Warrant Agent to deliver to the
Depository definitive certificates in physical form evidencing such
Warrants in substantially the form annexed hereto as Exhibit A (but excluding the
DTC legend thereon).

 


 




 

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2.2.2 Registered
Holder. Prior to due presentment for registration of
transfer of any Warrant, the Company and the Warrant Agent may deem
and treat the person in whose name such Warrant shall be registered
in the Warrant Register (“Registered Holder”), as the
absolute owner of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing
on the Warrant Certificate (as defined below) made by anyone other
than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the
Company nor the Warrant Agent shall be affected by any notice to
the contrary. Any person in whose name ownership of a beneficial
interest in the Warrants evidenced by a Book-Entry Warrant is
recorded in the records maintained by the Depository or its nominee
shall be deemed the “beneficial owner”
thereof.

 

2.2.3 Notwithstanding
anything contained herein, a Registered Holder or if the Book Entry
Warrants are deposited with the Depositary, the beneficial owner,
has the right, upon written notice to the Warrant Agent (in form
and substance acceptable to the Warrant Agent), to request a
physical warrant certificate in substantially the form of
Exhibit A, attached
hereto, for the same number of Warrants as are registered in the
name of such Registered Holder or beneficial owner, as applicable,
in the records maintained by the Warrant Agent (a
“Warrant
Certificate”). Such Warrant Certificate shall be dated
the original issue date of the Warrants and shall be executed by an
Authorized Signatory. The Warrant Agent shall deliver the Warrant
Certificate to the Registered Holder as promptly as practicable. To
the extent that the Company requests that the Warrant Agent
delivers a Warrant Certificate to a Registered Holder or beneficial
owner, as applicable, prior to the closing date of the transactions
under the Registration Statements, then the Warrant Agent shall
deliver such Warrant Certificate as promptly as practicable
following the receipt of such request.

 

2.3 Registration of Transfers and
Exchanges.

 

2.3.1 Transfer
and Exchange of Warrant Certificates. When Warrant
Certificates are presented to the Warrant Agent with a request:
(i) to register the transfer of the Warrant Certificates; or
(ii) to exchange such Warrant Certificates for an equal number
of Warrant Certificates of other authorized denominations, the
Warrant Agent shall register the transfer or make the exchange as
requested if the requirements under this Agreement as set forth in
this Section 2.3 for such
transactions are met; provided, however, that the Warrant
Certificates presented or surrendered for registration of transfer
or exchange shall be duly endorsed or accompanied by a written
instruction of transfer in the form of Exhibit B hereto and
satisfactory to the Company, duly executed by the Holder thereof or
by his attorney, duly authorized in writing, accompanied by a
signature guarantee and such other documentation as the Warrant
Agent may reasonably request.

 


 




 

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2.3.2 Restrictions
on Transfer of a Definitive Warrant for a Beneficial Interest in a
Global Book-Entry Warrant. A Definitive Warrant may not be
exchanged for a beneficial interest in a Global Book-Entry Warrant
except upon satisfaction of the requirements set forth below. Upon
receipt by the Warrant Agent of a Definitive Warrant, duly endorsed
or accompanied by the instrument of transfer, attached hereto as
Exhibit B in form satisfactory to the Company, together with
written instructions directing the Warrant Agent to make, or to
direct the Depositary to make, an endorsement on the Global
Book-Entry Warrant to reflect an increase in the aggregate amount
of the Warrants represented by the Global Book-Entry Warrant, the
Warrant Agent shall cancel such Definitive Warrant and cause, or
direct the Depositary to cause, in accordance with the standing
instructions and procedures existing between the Depositary and the
Warrant Agent, the number of Warrants represented by the Global
Book-Entry Warrant to be increased accordingly. If no Global
Book-Entry Warrant is then outstanding, the Company shall issue and
the Warrant Agent shall countersign a new Global Book-Entry Warrant
in the appropriate amount.

 

2.3.3 Transfer
and Exchange of Global Book-Entry Warrants. The transfer and
exchange of Global Book-Entry Warrants or beneficial interests
therein shall be effected through the Depositary, in accordance
with this Agreement (including the restrictions on transfer set
forth herein) and the procedures of the Depositary
therefor.

 

2.3.4 Transfer of a Beneficial Interest in a Global
Book-Entry Warrant for a Definitive Warrant.

 

(a) Any Person having a
beneficial interest in a Global Book-Entry Warrant may upon written
request exchange such beneficial interest for a Definitive Warrant.
Upon receipt by the Warrant Agent of written instructions or such
other form of instructions as is customary for the Depositary from
the Depositary or its nominee on behalf of any Person having a
beneficial interest in a Global Book-Entry Warrant and upon receipt
by the Warrant Agent of a written order or such other form of
instructions as is customary for the Depositary or the Person
designated by the Depositary as having such a beneficial interest
containing registration instructions, the Warrant Agent will cause,
in accordance with the standing instructions and procedures
existing between the Depositary and the Warrant Agent, the
aggregate amount of the Global Book-Entry Warrant to be reduced
and, following such reduction, the Company will execute and, upon
receipt of a countersignature order in the form of an
Officers’ Certificate, the Warrant Agent will authenticate
and deliver to the transferee a Definitive Warrant.

 

(b) Warrant
Certificates issued in exchange for a beneficial interest in a
Global Book-Entry Warrant pursuant to this Section 2.3.4(b) shall be
registered in such names and in such authorized denominations as
the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Warrant
Agent in writing. The Warrant Agent shall make available such
Warrant Certificates to the Persons in whose names such Warrants
are so registered.

 


 




 

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2.3.5 Restrictions
on Transfer and Exchange of Global Book-Entry Warrants.
Notwithstanding any other provisions of this Agreement (other than
the provisions set forth in Section 2.3.6), a Global
Book-Entry Warrant may not be transferred as a whole except by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary.

 

2.3.6 Countersignature
of Warrant Certificates in Absence of Depositary. If at any
time:

 

(a) the Depositary for
the Warrants notifies the Company that the Depositary is unwilling
or unable to continue as Depositary for the Global Book-Entry
Warrant and a successor Depositary for the Global Book-Entry
Warrant is not appointed by the Company within 90 days after
delivery of such notice; or

 

(b) the Company, at its
sole discretion, notifies the Warrant Agent in writing that it
elects to cause the issuance of Warrant Certificates in place of
the Global Book-Entry Warrant under this Agreement;

 


then
the Company will execute, and the Warrant Agent, upon receipt of an
Officers’ Certificate requesting the countersignature and
delivery of Warrant Certificates, will authenticate and deliver
Warrant Certificates, in an aggregate number equal to the aggregate
number of Warrants represented by the Global Book-Entry Warrant, in
exchange for such Global Book-Entry Warrant.

 

2.3.7 Cancellation
and/or Adjustment of a Global Book-Entry Warrant. At such
time as all beneficial interests in a Global Book-Entry Warrant
have either been exchanged for Warrant Certificates, redeemed,
repurchased or cancelled, such Global Book-Entry Warrant shall be
returned to or retained and cancelled by the Warrant Agent. At any
time prior to such cancellation, if any beneficial interest in a
Global Book-Entry Warrant is exchanged for Warrant Certificates,
redeemed, repurchased or cancelled, the number of Warrants
represented by such Global Book-Entry Warrant shall be reduced and
an endorsement shall be made on such Global Book-Entry Warrant, by
the Warrant Agent to reflect such reduction.

 

2.3.8 Obligations
with Respect to Transfers and Exchanges of Warrant
Certificates.

 

(a) To permit
registrations of transfers and exchanges, the Company shall deliver
to the Warrant Agent, upon execution of this Agreement and from
time to time thereafter, sufficient inventory of executed Warrant
Certificates and Global Book-Entry Warrants.

 

(b) All Warrant
Certificates and Global Book-Entry Warrants issued upon any
registration, transfer or exchange of Warrant Certificates or
Global Book-Entry Warrants shall be the valid obligations of the
Company, entitled to the same benefits under this Agreement as the
Warrant Certificates or Global Book-Entry Warrants surrendered upon
the registration of transfer or exchange.

 


 




 

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(c) Prior to due
presentment for registration of transfer of any Warrant, the
Warrant Agent and the Company may deem and treat the Person in
whose name any Warrant is registered as the absolute owner of such
Warrant, and neither the Warrant Agent nor the Company shall be
affected by notice to the contrary.

 

2.3.9 General.
The Warrant Agent shall be under no duty to monitor compliance with
any federal, state or other securities laws.

 

3. Exercise
of Warrants

 


.
Subject to the provisions of the Warrants and this Warrant Agent
Agreement, a Warrant may be exercised by the Registered Holder
thereof by delivering to the office of the Warrant Agent, or at the
office of its successor as Warrant Agent, the Warrant, the notice
of exercise, as set forth in the Warrant, duly executed and
properly completed, and by paying in full, in lawful money of the
United States by wire transfer to the Warrant Agent (or, if
available, pursuant to the cashless exercise feature as set forth
in such Warrant, all cashless exercises should be directed to the
Company for calculation of the applicable number of Warrant Shares
issuable upon such cashless exercise and upon completion of such
calculation by the Company, the Company shall provide the Warrant
Agent with written issuance instructions), the Exercise Price for
each full Warrant Share as to which the Warrant is exercised and
the issuance of the Warrant Shares by the Warrant Agent as set
forth in the applicable Warrant. In no event shall the Registered
Holder of any Warrant be entitled to “net cash settle”
the Warrant. The Warrant Agent will transmit to the Company the
funds received from the Registered Holders for the exercise of the
Warrants by the 5th business day of the month following the
acceptance of such funds. No ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of
guarantee or notarization) of any Notice of Exercise be required;
provided, however, that in the case of Notice of Exercise that
involves transfer of ownership, (for purposes of clarity, transfer
of ownership shall not include issuance of Warrant Shares to
Registered Holder of the Warrants), or change in the name of the
registered holder, the Warrant Agent may reasonably request such
other documentations to accompany the Notice of Exercise, including
a medallion guarantee from an eligible guarantor institution
participating in a signature guarantee program approved by the
Securities Transfer Association (a “Signature
Guarantee”). If payment in U.S. dollars as provided in this
Section 3 is legally prevented in Argentina, Registered Holders of
Warrants will be entitled to pay the Exercise Price directly to the
Company, in Argentine Pesos in an amount equal to the Argentine
Peso equivalent of the U.S. dollar Exercise Price of the Warrants
determined on the Blue Chip Swap Rate on the business day preceding
the payment date of the Exercise Price of the Warrants. For
purposes of this agreement, “Blue Chip Swap Rate” shall
mean the implied exchange rate between Pesos and U.S. dollars that
results from dividing the closing price of the Company’s
common shares on the Buenos Aires Stock Exchange as of a certain
date by the closing price of the Company’s ADSs on Nasdaq as
of that same date, further divided by ten. The Warrant Agent shall
have no liability or responsibility with respect to the
determination of the exchange rate for the Exercise Price payable
in Argentine Pesos or whether any such amounts have been
paid.

 


 




 

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4. Concerning
the Warrant Agent and Other Matters

 

4.1 Payment of Taxes. The Company
will, from time to time, promptly pay all taxes and charges that
may be imposed upon the Company or the Warrant Agent in respect of
the issuance or delivery of Warrant Shares upon the exercise of
Warrants, but the Company shall not be obligated to pay any
transfer taxes in respect of the Warrants or such shares. The
Warrant Agent shall not have any duty or obligation to take any
action under any section of this Warrant Agent Agreement or any
Warrant Certificate that requires the payment of taxes and/or
charges unless and until it is satisfied that all such payments
have been made.

 

4.2 Resignation, Consolidation, or Merger
of Warrant Agent.

 

4.2.1 Appointment
of Successor Warrant Agent. The Warrant Agent, or any
successor to it hereafter appointed, may resign its duties, and be
discharged from all further duties and liabilities hereunder after
giving thirty (30) days’ notice in writing to the Company. In
the event any transfer agency relationship in effect between the
Company and the Warrant Agent terminates, the Warrant Agent will be
deemed to have resigned automatically and be discharged from its
duties under this Warrant Agent Agreement as of the effective date
of such termination. If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the
Company shall appoint, in writing, a successor Warrant Agent in
place of the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified
in writing of such resignation or incapacity by the Warrant Agent
or by the holder of the Warrant (who shall, with such notice,
submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the
State of New York for the County of New York for the appointment of
a successor Warrant Agent. Any successor Warrant Agent, whether
appointed by the Company or by such court, shall be a corporation
or other entity organized and existing under the laws of the State
of New York, in good standing and have its principal office in the
Borough of Manhattan, City and State of New York, and be authorized
under such laws to exercise corporate trust power and subject to
supervision or examination by federal or state authorities. After
appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties and obligations
of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed;
but, if for any reason it becomes· necessary or appropriate,
the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company and without assumption of any additional
liability in connection therewith, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights
of such predecessor Warrant Agent hereunder; and, upon request of
any successor Warrant Agent, the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such
successor Warrant Agent all such authority, powers, rights,
immunities, duties and obligations.

 

4.2.2 Notice
of Successor Warrant Agent. In the event a successor Warrant
Agent shall be appointed, the Company shall give notice thereof to
the predecessor Warrant Agent and the transfer agent for the
Warrant Shares not later than the effective date of any such
appointment.

 


 




 

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4.2.3 Merger
or Consolidation of Warrant Agent. Any corporation or other
entity into which the Warrant Agent may be merged or with which it
may be consolidated or any corporation or other entity resulting
from any merger or consolidation to which the Warrant Agent shall
be a party shall be the successor Warrant Agent under this Warrant
Agent Agreement without any further act on the part of the Company
or the Warrant Agent. The purchase of all or substantially all of
the Warrant Agent’s assets employed in the performance of the
corporate trust or transfer agent activities shall be deemed a
merger or consolidation for purposes of this Section
4.2.3.

 

4.3 Fees and Expenses of Warrant
Agent.

 

4.3.1 Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration
for its services as Warrant Agent hereunder in accordance with a
mutually agreed upon fee schedule and will reimburse the Warrant
Agent upon demand for all of its reasonable and documented expenses
and counsel fees and other disbursements incurred in the
preparation, delivery, negotiation, amendment, administration and
execution of this Warrant Agent Agreement and the exercise and
performance of its duties hereunder.

 

4.3.2 Further
Assurances. The Company agrees to perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered, all such further and other acts,
instruments and assurances as may reasonably be required by the
Warrant Agent for the carrying out or performing of the provisions
of this Warrant Agent Agreement.

 

4.4 Liability of Warrant
Agent.

 

4.4.1 Reliance
on Company Statement. Whenever, in the performance of its
duties under this Warrant Agent Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect
thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by an
Authorized Signatory, and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or
suffered by it pursuant to the provisions of this Warrant Agent
Agreement. From time to time, Company may provide Warrant Agent
with instructions concerning the services performed by the Warrant
Agent hereunder. In addition, at any time Warrant Agent may apply
to any officer of Company for instruction, and may consult with
legal counsel for Warrant Agent or Company with respect to any
matter arising in connection with the services to be performed by
the Warrant Agent under this Agreement. Warrant Agent and its
agents and subcontractors shall not be liable and shall be
indemnified by Company for any action taken or omitted by Warrant
Agent in reliance upon any Company instructions or upon the advice
or opinion of such counsel. Warrant Agent shall not be held to have
notice of any change of authority of any person, until receipt of
written notice thereof from Company.

 


 




 

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4.4.2 Indemnity.
The Warrant Agent shall be liable hereunder only for its own gross
negligence, willful misconduct or bad faith (each as determined by
a court of competent jurisdiction in final and non-appealable
decision). The Company agrees to indemnify the Warrant Agent and
save it harmless against any costs, expenses (including reasonable
fees of its legal counsel), losses or damages, which may be paid,
incurred or suffered by or to which it may become subject, arising
from or out of, directly or indirectly, any claims or liability
resulting from its actions as Warrant Agent pursuant hereto, except
as a result of the Warrant Agent’s gross negligence, willful
misconduct or bad faith (each as determined by a court of competent
jurisdiction in a final and non-appealable decision). The costs and
expenses incurred in enforcing this right of indemnification shall
be paid by the Company.

 

4.4.3 Exclusions.
The Warrant Agent shall have no responsibility with respect to the
validity of this Warrant Agent Agreement or with respect to the
validity or execution of any Warrant (except its countersignature
thereof). The Warrant Agent shall not be liable for or by reason of
any of the statements of fact or recitals contained in this Warrant
Agency Agreement or in the Warrant (except its countersignature
thereof) or be required to verify the same, and all such statements
and recitals are and shall be deemed to have been made by the
Company only; nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Warrant
Agent Agreement or in any Warrant; nor shall it be responsible to
make any adjustments required under the adjustment provisions
contained in the Warrants or responsible for the manner, method or
amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it, by
any act hereunder, be deemed to make any representation or warranty
as to the authorization or reservation of any Warrant Shares to be
issued pursuant to this Warrant Agent Agreement or any Warrant or
as to whether any Warrant Shares will, when issued, be valid, fully
paid and nonassessable.

 

4.4.4 Limitation
of Liability. Notwithstanding anything contained herein to
the contrary, the Warrant Agent’s aggregate liability during
any term of this Warrant Agent Agreement with respect to, arising
from, or arising in connection with this Warrant Agent Agreement,
or from all services provided or omitted to be provided under this
Warrant Agent Agreement, whether in contract, or in tort, or
otherwise, is limited to, and shall not exceed, the amounts paid
hereunder by the Company to the Warrant Agent as fees and charges,
but not including reimbursable expenses, during the twelve (12)
months immediately preceding the event for which recovery from
Warrant Agent is being sought. Neither party to this Warrant Agent
Agreement shall be liable to the other party for any consequential,
indirect, special or incidental damages under any provisions of
this Warrant Agent Agreement or for any consequential, indirect,
punitive, special or incidental damages arising out of any act or
failure to act hereunder even if that party has been advised of or
has foreseen the possibility of such damages.

 


 




 

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4.5 Rights and Duties of Warrant
Agent.

 

4.5.1 Counsel.
The Warrant Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion or advice of such counsel
shall be full and complete authorization and protection to the
Warrant Agent as to any action taken or omitted by it in accordance
with such opinion or advice.

 

4.5.2 No
Duty of Demand. The Warrant Agent shall not have any duty or
responsibility in the case of the receipt of any written demand
from any holder of Warrants with respect to any action or default
by the Company, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to
initiate any proceedings at law or otherwise or to make any demand
upon the Company.

 

4.5.3 Freedom
to Trade in Company Securities. Warrant Agent and any
stockholder, director, officer or employee of the Warrant Agent may
buy, sell or deal in any of the Warrants or other securities of the
Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money
to the Company or otherwise act as fully and freely as though it
were not Warrant Agent under this Warrant Agent Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal
entity.

 

4.5.4 Reliance
on Attorneys and Agents. The Warrant Agent may execute and
exercise any of the rights or powers hereby vested in it or perform
any duty hereunder either itself or by or through its attorney or
agents, and the Warrant Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such
attorney or agents or for any loss to the Company resulting from
any such act, default, neglect or misconduct, absent gross
negligence, bad faith or willful misconduct (each as determined by
a final non-appealable judgment of a court of competent
jurisdiction) in the selection and continued employment
thereof.

 

4.5.5 Company
Instructions. The Warrant Agent may rely on and shall be
held harmless and protected and shall incur no liability for or in
respect of any action taken, suffered or omitted to be taken by it
in reliance upon any certificate, statement, instrument, opinion,
notice, letter, facsimile transmission, telegram or other document,
or any security delivered to it, and believed by it to be genuine
and to have been made or signed by the proper party or parties, or
upon any written or oral instructions or statements from the
Company with respect to any matter relating to its acting as
Warrant Agent hereunder.

 

4.5.6 No
Risk of Own Funds. The Warrant Agent shall not be obligated
to expend or risk its own funds or to take any action that it
believes would expose or subject it to expense or liability or to a
risk of incurring expense or liability, unless it has been
furnished with assurances of repayment or indemnity satisfactory to
it.

 


 




 

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4.5.7 Bank
Accounts. All funds received by Computershare under this
Warrant Agent Agreement that are to be distributed or applied by
Computershare in the performance of Services (the
“Funds”) shall be held by Computershare as agent for
the Company and deposited in one or more bank accounts to be
maintained by Computershare in its name as agent for the Company.
Until paid pursuant to the terms of this Warrant Agent Agreement,
Computershare will hold the Funds through such accounts in: deposit
accounts of commercial banks with Tier 1 capital exceeding US$1
billion or with an average rating above investment grade by S&P
(LT Local Issuer Credit Rating), Moody’s (Long Term Rating)
and Fitch Ratings, Inc. (LT Issuer Default Rating) (each as
reported by Bloomberg Finance L.P.). Computershare shall have no
responsibility or liability for any diminution of the Funds that
may result from any deposit made by Computershare in accordance
with this paragraph, including any losses resulting from a default
by any bank, financial institution or other third party.
Computershare may from time to time receive interest, dividends or
other earnings in connection with such deposits. Computershare
shall not be obligated to pay such interest, dividends or earnings
to the Company, any holder or any other part.

 

4.6 Opinion of Counsel. The Company
shall provide an opinion of counsel reasonably satisfactory to the
Warrant Agent prior to the effective date of this Warrant Agent
Agreement to set up a reserve of Warrants and related Warrant
Shares. The opinion of counsel shall state that all Warrants or
Warrant Shares, as applicable, are: (1) registered under the
Securities Act of 1933, as amended, or are exempt from such
registration; and (2) validly issued, fully paid and
non-assessable.

 

4.7 Acceptance of Agency. The
Warrant Agent shall act hereunder solely as agent for the Company,
and its duties shall be determined solely by the express provisions
hereof (and no duties or obligations shall be inferred or implied).
The Warrant Agent shall not assume any obligations or relationship
of agency or trust with any of the owners or holders of the
Warrants.

 

4.8 Survival. The provisions of
Section 4.3, Section 4.4, Section 4.5 and Section 4.6 shall survive
the expiration of the Warrants, the termination of this Warrant
Agent Agreement and the resignation, replacement or removal of the
Warrant Agent.

 

5. Adjustment
of Exercise Price and Number of Warrant Shares
Issuable

 


. If
any corporate restructuring or action regarding the Company’s
Common Stock is approved other than those mentioned in this
Section 5 and which may have an impact on or represent a
reduction of rights to the Holders of the Warrants, the Company
will use its best efforts to negotiate with the Holders of the
Warrants to set forth new exercise conditions, seeking to preserve
the rights originally granted to the Warrants, their economic and
corporate value, the amount of underlying shares and their Exercise
Price. The Company shall promptly prepare a certificate setting
forth such any adjustment in the Exercise Price and a brief,
reasonably detailed statement of the facts and computations
accounting for such adjustment, and promptly file with the Warrant
Agent, a copy of such certificate. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment
therein contained and shall have no duty or liability with respect
to, and shall not be deemed to have knowledge of, such adjustment
unless and until it shall have received such certificate. The
number and kind of shares purchasable upon the exercise of the
Warrants and the Exercise Price shall be subject to adjustment from
time to time as follows:

 


 




 

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5.1 Stock Splits, Combinations,
etc. In case the Company shall hereafter (A) pay a
dividend or make a distribution on its Common Stock in shares of
its Capital Stock (whether shares of Common Stock or of Capital
Stock of any other class), (B) subdivide its outstanding
shares of Common Stock or (C) combine its outstanding shares
of Common Stock into a smaller number of shares, then (i) the
number of shares of Capital Stock purchasable upon exercise of each
Warrant immediately after the happening of such event shall be
adjusted so that, after giving effect to such adjustment, the
Holder of any Warrant thereafter exercised shall be entitled to
receive the number of shares of Capital Stock of the Company which
such Holder would have owned immediately following such action had
such Warrant been exercised immediately prior thereto, and
(ii) the Exercise Price in effect immediately prior to such
action, shall be decreased to a price determined by multiplying the
Exercise Price then in effect by a fraction (x) the numerator
of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such
adjustment, and (y) the denominator of which shall be the
number of shares of Common Stock so purchasable immediately
thereafter. An adjustment made pursuant to this paragraph shall
become effective immediately after the record date in the case of a
dividend and shall become effective immediately after the effective
date in the case of a subdivision, combination or reclassification.
If, as a result of an adjustment made pursuant to this paragraph,
the Holder of any Warrant thereafter exercised shall become
entitled to receive shares of two or more classes of Capital Stock
of the Company, the Board of Directors of the Company (whose
determination shall be conclusive) shall determine the allocation
of the adjusted Exercise Price between or among shares of such
classes of Capital Stock.

 


 




 

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5.2 Reclassification, Combinations,
Mergers, etc. In case of any reclassification or change of
outstanding shares of Common Stock issuable upon exercise of the
Warrants (other than as set forth in paragraph (a) above and other
than a change in par value, or from par value to no par value, or
from no par value to par value or as a result of a subdivision or
combination), or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger in
which the Company is the continuing corporation and which does not
result in any reclassification or change of the then outstanding
shares of Common Stock or other Capital Stock issuable upon
exercise of the Warrants (other than a change in par value, or from
par value to no par value, or from no par value to par value or as
a result of a subdivision or combination)) or in case of any sale
or conveyance to another corporation of all or substantially all of
the assets of the Company, then, as a condition of such
reclassification, change, consolidation, merger, sale or
conveyance, the Company or such a successor or purchasing
corporation, as the case may be, shall forthwith make lawful and
adequate provision whereby the Holder of such Warrant then
outstanding shall have the right thereafter to receive on exercise
of such Warrant the kind and amount of shares of stock and other
securities and property receivable upon such reclassification,
change, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock issuable upon exercise of such
Warrant immediately prior to such reclassification, change,
consolidation, merger, sale or conveyance and enter into a
supplemental warrant agreement so providing. Such provisions shall
include provision for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in
this Section 5. If the issuer of securities deliverable upon
exercise of Warrants under the supplemental warrant agreement is an
Affiliate of the formed, surviving or transferee corporation, that
issuer shall join in the supplemental warrant agreement. The above
provisions of this paragraph (b) shall similarly apply to
successive reclassifications and changes of shares of Common Stock
and to successive consolidations, mergers, sales or conveyances. In
case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every
covenant and condition of this Agreement to be performed and
observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed
appropriate (as determined by resolution of the Board of Directors
of the Company) in order to provide for adjustments of shares of
the Common Stock for which a Warrant is exercisable which shall be
as nearly equivalent as practicable to the adjustments provided for
in this Section 5. For purposes of this Section 5.2
“shares of stock and other securities” of a successor
or acquiring corporation shall include stock of such corporation of
any class which is not preferred as to dividends or assets over any
other class of stock of such corporation and which is not subject
to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the
arrival of a specified date or the happening of a specified event
and any Warrants or other rights to subscribe for or purchase any
such stock. The foregoing provisions of this Section 5.2 shall
similarly apply to successive reorganizations, reclassifications,
mergers, consolidations or disposition of assets.

 


 




 

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5.3 Issuance of Options or Convertible
Securities. In the event the Company shall, at any time or
from time to time after the date hereof, issue, sell, distribute or
otherwise grant in any manner (including by assumption) to all
holders of the Common Stock any rights to subscribe for or to
purchase, or any warrants or options for the purchase of, Common
Stock or any stock or securities convertible into or exchangeable
for Common Stock (any such rights, warrants or options being herein
called “Options” and any such convertible or
exchangeable stock or securities being herein called
“Convertible Securities”) or any Convertible Securities
(other than upon exercise of any Option), whether or not such
Options or the rights to convert or exchange such Convertible
Securities are immediately exercisable, and the price per share at
which Common Stock is issuable upon the exercise of such Options or
upon the conversion or exchange of such Convertible Securities
(determined by dividing (i) the aggregate amount, if any,
received or receivable by the Company as consideration for the
issuance, sale, distribution or granting of such Options or any
such Convertible Security, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the
exercise of all such Options or upon conversion or exchange of all
such Convertible Securities, plus, in the case of Options to
acquire Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable upon the conversion or
exchange of all such Convertible Securities, by (ii) the total
maximum number of shares of Common Stock issuable upon the exercise
of all such Options or upon the conversion or exchange of all such
Convertible Securities or upon the conversion or exchange of all
Convertible Securities issuable upon the exercise of all such
Options) shall be less than the Current Market Price per share of
Common Stock (determined pursuant to Section 5.7) on the
record date for the issuance, sale, distribution or granting of
such Options (any such event being herein called
a “Distribution”) then, effective upon such
Distribution, the Exercise Price shall be reduced to the price
(calculated to the nearest 1/1,000 of one cent) determined by
multiplying the Exercise Price in effect immediately prior to such
Distribution by a fraction, the numerator of which shall be the sum
of (i) the number of shares of Common Stock outstanding
(exclusive of any treasury shares) immediately prior to such
Distribution multiplied by the Current Market Price per share of
Common Stock on the date of such Distribution plus (ii) the
consideration, if any, received by the Company upon such
Distribution, and the denominator of which shall be the product of
(A) the total number of shares of Common Stock outstanding
(exclusive of any treasury shares) immediately after such
Distribution multiplied by (B) the Current Market Price per
share of Common Stock on the record date for such Distribution. For
purposes of the foregoing, the total maximum number of shares of
Common Stock issuable upon exercise of all such Options or upon
conversion or exchange of all such Convertible Securities or upon
the conversion or exchange of the total maximum amount of the
Convertible Securities issuable upon the exercise of all such
Options shall be deemed to have been issued as of the date of such
Distribution and thereafter shall be deemed to be outstanding and
the Company shall be deemed to have received as consideration
therefor such price per share, determined as provided above. Except
as provided in paragraphs (k) and (l) below, no additional
adjustment of the Exercise Price shall be made upon the actual
exercise of such Options or upon conversion or exchange of the
Convertible Securities or upon the conversion or exchange of the
Convertible Securities issuable upon the exercise of such
Options.

 


 




 

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5.4 Dividends and Distributions. In
the event the Company shall, at any time or from time to time after
the date hereof, distribute to all the holders of Common Stock any
dividend as provided for under section 234 of the Argentine
Corporation Law, in cash or other distribution of cash, evidences
of its indebtedness, other securities or other properties or assets
(in each case other than (i) dividends payable in Common
Stock, Options or Convertible Securities and (ii) any cash
dividend from current or retained earnings), or any options,
warrants or other rights to subscribe for or purchase any of the
foregoing, that exceeds 3% of the Current Market Price (as defined
in Section 5.7), then (A) the Exercise Price shall be
decreased to a price determined by multiplying the Exercise Price
then in effect by a fraction, the numerator of which shall be the
Current Market Price per share of Common Stock on the record date
for such distribution less the sum of (X) the cash portion, if
any, of such distribution per share of Common Stock outstanding
(exclusive of any treasury shares) on the record date for such
distribution plus (Y) the then fair market value (as
determined in good faith by the Board of Directors of the Company)
per share of Common Stock outstanding (exclusive of any treasury
shares) on the record date for such distribution of that portion,
if any, of such distribution consisting of evidences of
indebtedness, other securities, properties, assets, options,
warrants or subscription or purchase rights, and the denominator of
which shall be such Current Market Price per share of Common Stock
and (B) the number of shares of Common Stock purchasable upon
the exercise of each Warrant shall be increased to a number
determined by multiplying the number of shares of Common Stock so
purchasable immediately prior to the record date for such
distribution by a fraction, the numerator of which shall be the
Exercise Price in effect immediately prior to the adjustment
required by clause (A) of this sentence and the denominator of
which shall be the Exercise Price in effect immediately after such
adjustment. The adjustments required by this paragraph shall be
made whenever any such distribution occurs retroactive to the
record date for the determination of stockholders entitled to
receive such distribution.

 


 




 

15








 






 

 

5.5 Self-Tenders. In case of the
consummation of a tender or exchange offer (other than an odd-lot
tender offer) made by the Company or any subsidiary of the Company
for all or any portion of the Common Stock to the extent that the
cash and value of any other consideration included in such payment
per share of Common Stock exceeds the first reported sales price
per share of Common Stock on the trading day next succeeding the
Expiration Time, the Exercise Price shall be reduced so that the
same shall equal the price determined by multiplying the Exercise
Price in effect immediately prior to the Expiration Time by a
fraction the numerator of which shall be the number of shares of
Common Stock outstanding (including any tendered or exchanged
shares) at the Expiration Time multiplied by the first reported
sales price of the Common Stock on the trading day next succeeding
the Expiration Time, and the denominator shall be the sum of
(A) the fair market value (determined by the Board of
Directors of the Company, whose determination shall be conclusive
and described in a resolution of the Board of Directors) of the
aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender
or exchange offer) of all shares validly tendered or exchanged and
not withdrawn as of the Expiration Time (the shares deemed so
accepted, up to any such maximum, being referred to as
the “Purchased Shares”) and (B) the product
of the number of shares of Common Stock outstanding (less any
Purchased Shares) on the Expiration Time and the first reported
sales price of the Common Stock on the trading day next succeeding
the Expiration Time, such reduction to become effective immediately
prior to the opening of business on the day following the
Expiration Time.

 

5.6 Issuance of Additional Shares of
Common Stock. If at any time the Company shall (except as
hereinafter provided) issue or sell any additional shares of Common
Stock for consideration in an amount per additional share of Common
Stock less than the Current Market Price, then the number of shares
of Common Stock for which a Warrant is exercisable shall be
adjusted to equal the product obtained by multiplying the number of
shares of Common Stock for which a Warrant is exercisable
immediately prior to such issue or sale by a fraction (A) the
numerator of which shall be the number of shares of Common Stock
outstanding immediately after such issue or sale, and (B) the
denominator of which shall be the sum of (1) the number of
shares of Common Stock outstanding immediately prior to such issue
or sale, and (2) the aggregate consideration received from the
issuance or sale of the additional shares of Common Stock divided
by the Current Market Price. For the purposes of this paragraph
(f), the date as of which the Current Market Price per share of
Common Stock shall be computed shall be the earlier of (a) the
date on which the Company shall enter into a firm contract for the
issuance of such additional shares of Common Stock or (b) the
date of actual issuance of such additional shares of Common Stock.
Notwithstanding the foregoing, no adjustment shall be made under
this paragraph for issuances of shares of Common Stock
(i) with respect to options issued under the Company’s
stock options plans as currently in effect or (ii) upon
exercise of the Warrants.

 


 




 

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5.7 Current Market Price. For the
purpose of any computation of Current Market Price under this
Section 5, the Current Market Price per share of Common Stock
at any date shall be the average of the daily closing prices for
the shorter of (i) the 20 consecutive trading days ending on
the last full trading day on the exchange or market specified in
the second succeeding sentence prior to the Time of Determination
(as defined below) and (ii) the period commencing on the date
next succeeding the first public announcement of the issuance,
sale, distribution or granting in question through such last full
trading day prior to the Time of Determination; provided that in
the case of a firm commitment underwritten public offering, the
Current Market Price shall mean the closing price of the Common
Stock on the day of the pricing of such offering. The term
“Time of Determination” as used herein shall be the
time and date of the earlier to occur of (A) the date as of
which the Current Market Price is to be computed and (B) the
last full trading day on such exchange or market before the
commencement of “ex-dividend” trading in the Common
Stock relating to the event giving rise to the adjustment required
by paragraph 5.1, 5.2, 5.3 or 5.4. The closing price for any day
shall be the last reported sale price regular way or, in case no
such reported sale takes place on such day, the average of the
closing bid and asked prices regular way for such day, in each case
(1) on the Buenos Aires Stock Exchange (Bolsa de Comercio) or
(2) if the Common Stock is not listed on the Buenos Aires
Stock Exchange (Bolsa de Comercio) or a comparable system, selected
from time to time in good faith by the Board of Directors of the
Company for that purpose. In the absence of all of the foregoing,
or if for any other reason the Current Market Price per share
cannot be determined pursuant to the foregoing provisions of this
paragraph (g), the Current Market Price per share shall be the fair
market value thereof as determined in good faith by the Board of
Directors of the Company.

 

5.8 Certain Distributions. If the
Company shall pay a dividend or make any other distribution payable
in Options or Convertible Securities, then, for purposes of
paragraph (c) above, such Options or Convertible Securities shall
be deemed to have been issued or sold without
consideration.

 

5.9 Consideration Received. If any
shares of Common Stock, Options or Convertible Securities shall be
issued, sold or distributed for a consideration other than cash,
the amount of the consideration other than cash received by the
Company in respect thereof shall be deemed to be the then fair
market value of such consideration (as determined in good faith by
the Board of Directors of the Company). If any Options shall be
issued in connection with the issuance and sale of other securities
of the Company, together comprising one integral transaction in
which no specific consideration is allocated to such Options by the
parties thereto, such Options shall be deemed to have been issued
without consideration; provided, however, that if such Options have
an exercise price equal to or greater than the Current Market Price
of the Common Stock on the date of issuance of such Options, then
such Options shall be deemed to have been issued for consideration
equal to such exercise price.

 


 




 

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5.10 Deferral
of Certain Adjustments. No adjustment to the Exercise Price
(including the related adjustment to the number of shares of Common
Stock purchasable upon the exercise of each Warrant) shall be
required hereunder unless such adjustment, together with other
adjustments carried forward as provided below, would result in an
increase or decrease of at least two percent (2%) of the
Exercise Price; provided that any adjustments which by reason of
this paragraph (j) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. No
adjustment need be made for a change in the par value of the Common
Stock. All calculations under this Section shall be made to the
nearest 1/1,000 of one cent or to the nearest 1/1000th of a share,
as the case may be.

 

5.11 Changes
in Options and Convertible Securities. If the exercise price
provided for in any Options referred to in paragraph (c) above, the
additional consideration, if any, payable upon the conversion or
exchange of any Convertible Securities referred to in paragraph (c)
above, or the rate at which any Convertible Securities referred to
in paragraph (c) above are convertible into or exchangeable for
Common Stock shall change at any time (other than under or by
reason of provisions designed to protect against dilution upon an
event which results in a related adjustment pursuant to this
Section 7), the Exercise Price then in effect and the number
of shares of Common Stock purchasable upon the exercise of each
Warrant shall forthwith be readjusted (effective only with respect
to any exercise of any Warrant after such readjustment) to the
Exercise Price and number of shares of Common Stock so purchasable
that would then be in effect had the adjustment made upon the
issuance, sale, distribution or granting of such Options or
Convertible Securities been made based upon such changed purchase
price, additional consideration or conversion rate, as the case may
be, but only with respect to such Options and Convertible
Securities as then remain outstanding.

 

5.12 Expiration
of Options and Convertible Securities. If, at any time after
any adjustment to the number of shares of Common Stock purchasable
upon the exercise of each Warrant shall have been made pursuant to
paragraph 5.3 or 5.11 above or this paragraph 5.12, any Options or
Convertible Securities shall have expired unexercised, the number
of such shares so purchasable shall, upon such expiration, be
readjusted and shall thereafter be such as they would have been had
they been originally adjusted (or had the original adjustment not
been required, as the case may be) as if (i) the only shares
of Common Stock deemed to have been issued in connection with such
Options or Convertible Securities were the shares of Common Stock,
if any, actually issued or sold upon the exercise of such Options
or Convertible Securities and (ii) such shares of Common
Stock, if any, were issued or sold for the consideration actually
received by the Company upon such exercise plus the aggregate
consideration, if any, actually received by the Company for the
issuance, sale, distribution or granting of all such Options or
Convertible Securities, whether or not exercised; provided that no
such readjustment shall have the effect of decreasing the number of
such shares so purchasable by an amount (calculated by adjusting
such decrease to account for all other adjustments made pursuant to
this Section 5 following the date of the original adjustment
referred to above) in excess of the amount of the adjustment
initially made in respect of the issuance, sale, distribution or
granting of such Options or Convertible Securities.

 


 




 

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5.13 Other
Adjustments. In the event that at any time, as a result of
an adjustment made pursuant to this Section 5, the Holders
shall become entitled to receive any securities of the Company
other than shares of Common Stock, thereafter the number of such
other securities so receivable upon exercise of the Warrants and
the Exercise Price applicable to such exercise shall be subject to
adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the
shares of Common Stock contained in this
Section 5.

 

5.14 Other
Action Affecting Common Stock. In case at any time or from
time to time the Company shall take any action in respect of its
Common Stock, other than any action described in this
Section 5, then the number of shares of Common Stock or other
stock for which a Warrant is exercisable and/or the Exercise Price
shall be adjusted in such manner as may be equitable in the
circumstances. If the Company shall at any time and from time to
time issue or sell (i) any shares of any class of common stock
other than Common Stock, (ii) any evidences of its
indebtedness, shares of stock or other securities which are
convertible into or exchangeable for such shares of common stock,
with or without the payment of additional consideration in cash or
property or (iii) any Warrants or other rights to subscribe
for or purchase any such shares of common stock or any such
evidences, shares of stock or other securities, then in each such
case such issuance shall be deemed to be of, or in respect of,
Common Stock for purposes of this Section 5; provided,
however, that, without limiting the generality of the foregoing, if
the Company shall take a record of the holders of its Common Stock
for the purpose of entitling them to receive a dividend payable in,
or other distribution of, common stock other than Common Stock,
including shares of non-voting common stock, then the number of
shares of Common Stock for which a Warrant is exercisable
immediately after the occurrence of any such event shall be
adjusted to equal the aggregate number of shares of such common
stock and of Common Stock which a record holder of the same number
of shares of Common Stock for which a Warrant is exercisable
immediately prior to the occurrence of such event would own or be
entitled to receive after the happening of such event.

 

6. Notices
of Changes in Warrant

 


. Upon
every adjustment of the exercise price of a Warrant or the number
of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice
shall state the Warrant exercise price resulting from such
adjustment and the increase or decrease, if any, in the number of
shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. The Warrant Agent
shall be fully protected in relying upon such a notice and on any
adjustment therein contained and shall not have any duty or
liability with respect thereto and shall not be deemed to have
knowledge of any such adjustment unless and until it shall have
received such certificate.

 

7. Reservation
of Warrant Shares

 


. The
Company shall at all times reserve and keep available a number of
its authorized but unissued Warrant Shares that will be sufficient
to permit the exercise in full of all outstanding Warrants issued
pursuant to this Warrant Agent Agreement.

 


 




 

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8. Warrant
Shares Registration Statement

 


. The
Company agrees with and for the benefit of the Holders of Warrants
that for a period of four years commencing on the first anniversary
of the date of issuance of the Warrants, the Company will have
registered (the “Warrant Shares Registration
Statement”) or otherwise qualified all Warrant Shares
pursuant to the provisions of the Securities Act, and the Company
will file such amendments and/or supplements to any registration
statement under the Securities Act covering the issuance of such
Warrant Shares, and supplement and keep current any prospectus
forming a part of such registration statement, as may be necessary
to permit the Company to comply with the Securities Act and the
rules and regulations thereunder, and to permit the Company to
deliver to each Person exercising a Warrant a prospectus meeting
the requirements of Section 10(a)(3) of the Securities Act and
otherwise comply therewith; and the Company will deliver such
prospectus to each such Person. During such four-year period, the
Company shall, upon the request of any Holder of Warrants that may
be required pursuant to the Securities Act to deliver a prospectus
in connection with any sale or other disposition of Warrant Shares,
include within the plan of distribution section of the prospectus
and in such other places in the prospectus as may be necessary, all
information necessary under the Securities Act to enable such
Holder to deliver such prospectus in connection with sales or other
dispositions of such Warrant Shares, and the Company shall also
take such action as may be necessary under the Securities Act with
respect to the related registration statement to enable such Holder
to effect such delivery in connection with such sale or other
disposition. The Company further agrees to provide any Holder who
during such period may be required to deliver a prospectus upon the
sale or other disposition of such Warrant Shares, such number of
copies of the prospectus as such Holder reasonably
requests.

 

8.1 Registration Expenses. All
expenses incident to the Company’s performance of or
compliance with this Section 18 will be borne by the Company,
including without limitation: (i) all registration and filing
fees and expenses; (ii) all fees and expenses of compliance
with federal securities laws; (iii) all expenses of printing
(including printing certificates for the Warrant Shares and
printing of prospectuses), messenger and delivery services;
(iv) all fees and disbursements of counsel for the Company;
(v) all fees and disbursements of independent certified public
accountants of the Company (including the expenses of any special
audit and comfort letters required by or incident to such
performance); and (vi) the Company’s internal expenses,
the expenses of any annual or other audit and the fees and expenses
of any Person, including special experts, retained by the
Company.

 

9. Miscellaneous
Provisions

 

9.1 Loss. Theft. Destruction or Mutilation
of Warrant. Upon receipt by the Company and the Warrant
Agent of evidence reasonably satisfactory to them of the loss,
theft, destruction or mutilation of the Warrants or any stock
certificate relating to shares underlying the Warrants, and in case
of loss theft or destruction, of indemnity or security reasonably
satisfactory to them (including, posting a bond), and reimbursement
to the Company and the Warrant Agent of all reasonable expenses
incidental thereto. Upon surrender and cancellation of such Warrant
or stock certificate, if mutilated, the Warrant Agent will deliver
a new Warrant or stock certificate of like tenor and dated as of
such cancellation, in lieu of such Warrant or stock
certificate.

 


 




 

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9.2 Successors. All the covenants
and provisions of this Warrant Agent Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and
assigns.

 

9.3 Notices. Any notice, statement
or demand authorized by this Warrant Agent Agreement to be given or
made by the Warrant Agent or by the holder of any Warrant to or on
the Company shall be in writing and shall be delivered by hand or
sent by registered or certified mail or overnight courier service,
addressed (until another address is filed in writing by the Company
with the Warrant Agent) as follows:

 


Name:
Matias Gaivironsky / Leonardo Magliocco / Daniel
Gerlitz


Address: Carlos M.
Della Paolera 261, 9th floor, City of
Buenos Aires, Argentina


Phone
+54 11 4323 7440



Fax            

-






Email
mgaivironsky@cresud.com.ar
/ lmagliocco@cresud.com.ar
/ dgerlitz@cresud.com.ar


 


With a
copy (for informational purposes only) to:

 


Simpson
Thacher & Bartlett LLP


425
Lexington Ave


New
York, NY 10017


Attn:
Jaime Mercado


Phone:
212-455-2000


Fax:
212-455-2502


Email:
jmercado@stblaw.com


 


Any
notice) statement or demand authorized by this Warrant Agent
Agreement to be given or made by the holder of any Warrant or by
the Company to or on the Warrant Agent shall be in writing and
shall be delivered by hand or sent by registered or certified mail
or overnight courier service, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as
follows:

 

   
          Computershare
Trust Company, N.A.

  
           250 Royall
Street


 
   
        Canton, MA 02021


    
         Attention: Client
Services

 


Any
notice, statement or demand authorized to be given or made by the
Warrant Agent or the Company to the holder of any Warrant shall be
in writing and shall be delivered by hand or sent by first-class
mail, postage prepaid or registered or certified mail or overnight
courier service, addressed, at the last address set forth for such
holder in the Warrant Register.

 


 




 

21








 






 


Any
notice, sent pursuant to this Warrant Agent Agreement shall be
effective, if delivered by hand, upon receipt thereof by the party
to whom it is addressed, if sent by overnight courier, on the next
business day of the delivery to the courier, if sent by registered
or certified mail on the third business day after registration or
certification thereof, and if sent by first class mail on the fifth
business day after mailing.

 

9.4 Applicable Law. The validity,
interpretation, and performance of this Warrant Agent Agreement and
of the Warrants shall be governed in all respects by the laws of
the State of New York, without giving effect to conflict of laws.
The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Warrant
Agent Agreement shall be brought and enforced in the courts of the
State of New York or the United States District Court for the
Southern District of New York, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that
such courts represent an inconvenient forum. Any such process or
summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set
forth in Section 7.3 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company in any
action, proceeding or claim.

 

9.5 Examination of the Warrant Agent
Agreement. A copy of this Warrant Agent Agreement shall be
available at all reasonable times at the office of the Warrant
Agent for inspection by the Registered Holder of any Warrant. The
Warrant Agent may require any such holder to submit his, her or its
Warrant for inspection.

 

9.6 Counterparts; Signatures. This
Warrant Agent Agreement may be executed in any number of
counterparts, and each of such counterparts shall, for all
purposes, be deemed to be an original, and all such counterparts
shall together constitute one and the same instrument. Facsimile
signatures (or .pdf copy
via e-mail attachment) shall constitute original signatures for all
purposes of this Warrant Agent Agreement.

 

9.7 Effect of Headings. The section
headings herein are for convenience only and are not part of this
Warrant Agent Agreement and shall not affect the interpretation
thereof

 


 




 

22








 






 

9.8 Amendments. The Company and the
Warrant Agent may amend this Warrant Agent Agreement by executing a
Supplemental Agreement with the consent of the Holders of not fewer
than a majority of the unexercised Warrants affected by such
amendment, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Warrant
Agent Agreement; provided however, that, without the consent of
each of Registered Holders affected thereby, no such amendment may
be made that changes the Warrants. Upon the delivery of a
certificate from an Authorized Signatory which states that the
proposed amendment is in compliance with the terms of this Section
7.8, the Warrant Agent shall execute such amendment.
Notwithstanding anything in this Warrant Agent Agreement to the
contrary, the Warrant Agent shall not be required to execute any
amendment to this Warrant Agent Agreement that it has determined
would adversely affect its own rights, duties, obligations or
immunities under this Warrant Agent Agreement. No amendment to this
Warrant Agent Agreement shall be effective unless duly executed by
the Warrant Agent.

 

9.9 Severability. This Warrant
Agent Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Warrant Agent Agreement or
of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto
shall use their reasonable best efforts to substitute a valid,
legal and enforceable provision, which, insofar as practicable,
implements the original purposes and intents of this Warrant Agent
Agreement; provided, however, that if any excluded provision shall
affect the rights, immunities, liabilities, duties or obligations
of the Warrant Agent, the Warrant Agent shall be entitled to resign
immediately upon written notice to the Company.

 

9.10 Persons
Having Rights under this Warrant Agent Agreement. Nothing in
this Warrant Agent Agreement expressed and nothing that may be
implied from any of the provisions hereof is intended, or shall be
construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the Registered Holders any right,
remedy, or claim under or by reason of this Warrant Agent Agreement
or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and
agreements contained in this Warrant Agent Agreement shall be for
the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the Registered Holder.

 

9.11 Force
Majeure. Notwithstanding anything to the contrary contained
herein, the Warrant Agent shall not be liable for any delays or
failures in performance resulting from acts beyond its reasonable
control including, without limitation, acts of God, terrorist acts,
shortage of supply, breakdowns or malfunctions, interruptions or
malfunctions of any utilities, communications, or computer
facilities, or loss of data due to power failures or mechanical
difficulties with information storage or retrieval systems, labor
difficulties, epidemics, pandemics, war or civil unrest. This
provision has no effect on the Company’s liability for the
performance of its obligations under the Warrants.

 




 

23








 






 


 IN WITNESS
WHEREOF, this Warrant Agent Agreement has been duly executed by the
parties hereto as of the day and year first above
written.

 


	

Cresud
Sociedad Anónima Comercial Inmobiliaria Financiera y
Agropecuaria


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	

By:

	
/s/ Matias
Gaivironsky


	
 

	
 


	

Name:

	
Matias
Gaivironsky


	

Title:

	
 Chief
Financial and Administrative Officer



	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 







 


	

Computershare
Inc. and Computershare Trust Company, N.A.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	

By:

	
/s/ Collin
Ekeogu


	
 

	
 


	

Name:

	
Collin
Ekeogu


	

Title:

	
Manager, Corporate
Actions








 




 

24








 







EXHIBIT A

 



Form of Warrant

 


THESE
WARRANTS HAVE BEEN OFFERED AS PART OF A COMMON SHARE RIGHTS AND ADS
RIGHTS OFFERING. EACH COMMON SHARE RIGHT ENTITLED ITS HOLDER TO
SUBSCRIBE FOR 0.1794105273 NEW SHARES OF COMMON STOCK AND TO
RECEIVE FREE OF CHARGE FOR EACH NEW COMMON SHARE THAT IT PURCHASED
PURSUANT TO SUCH OFFER, ONE WARRANT TO PURCHASE ONE ADDITIONAL
SHARES OF COMMON STOCK OF CRESUD SOCIEDAD ANÓNIMA COMERCIAL,
INMOBILIARIA, FINANCIERA Y AGROPECUARIA (THE “COMPANY”). EACH ADS RIGHT
ENTITLED ITS HOLDER TO SUBSCRIBE FOR 0.1794105273 NEW ADSs AND TO
RECEIVE FREE OF CHARGE FOR EACH NEW ADS THAT IT PURCHASED PURSUANT
TO SUCH OFFER, TEN WARRANTS, EACH OF WHICH ENTITLED SUCH HOLDER TO
PURCHASE ONE ADDITIONAL SHARES OF COMMON STOCK OF THE COMPANY. EACH
WARRANT IS INITIALLY EXERCISABLE TO PURCHASE SHARES OF COMMON STOCK
OF THE COMPANY AT AN EXERCISE PRICE OF US$ [●] PER SHARE. THE
WARRANTS ARE FREELY TRANSFERABLE AND WILL TRADE ON THE BUENOS AIRES
STOCK EXCHANGE.

 


Unless
and until it is exchanged in whole or in part for Warrants in
certificated form, this Warrant may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of
the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation (“DTC”), to the Company or
its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or such other entity
as is requested by an authorized representative of DTC), any
transfer, pledge or other use hereof for value or otherwise by or
to any person is wrongful inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.

 


CUSIP
No.


No. 1  Warrants


 



Exh-A.1








 






Warrant
Certificate

 


CRESUD
SOCIEDAD ANÓNIMA COMERCIAL,

 


INMOBILIARIA,
FINANCIERA Y AGROPECUARIA

 


This
Warrant Certificate certifies that [Cede & Co.], or registered
assigns, is the registered holder of
[         ] warrants
expiring [    ] (the “Warrants”) to purchase
shares of Common Stock (the “Common Stock”) of Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria, an Argentine corporation
(the “Company”).

 


Each
Warrant entitles the registered holder, upon exercise during the
period from and including [    ] (to the extent
such dates are business days in New York City and in the City of
Buenos Aires), and expiring on 5:00 p.m., New York City time
on [    ], for such Warrant, to purchase from
the Company (and the Company shall issue and sell to such holder of
the Warrant) [    ] shares of Common Stock,
subject to the conditions set forth herein and in the Warrant
Agreement referred to on the reverse hereof. The Exercise Price and
number of Warrant Shares issuable upon exercise of the Warrants are
subject to adjustment upon the occurrence of certain events as set
forth in the Warrant Agreement. The Warrants are freely
transferable and will trade on the Buenos Aires Stock
Exchange.

 


The
Warrants will automatically expire on 5:00 p.m., New York City
time on [    ].

 


Reference is hereby
made to the further provisions of this Warrant Certificate set
forth on the reverse hereof and such further provisions shall for
all purposes have the same effect as though fully set forth at this
place.

 


This
Warrant Certificate shall not be valid unless countersigned by the
Warrant Agent, as such term is used in the Warrant
Agreement.

 


This
Warrant Certificate shall be governed and construed in accordance
with the internal laws of the State of New York.

 



Exh-A.2








 






IN
WITNESS WHEREOF, Cresud Sociedad Anónima Comercial,
Inmobiliaria, Financiera y Agropecuaria has caused this Warrant
Certificate to be signed by its Chief Administrative Officer and by
an Attorney in Fact.

 


Dated:

 


	

CRESUD
SOCIEDAD ANÓNIMA COMERCIAL, INMOBILIARIA, FINANCIERA Y
AGROPECUARIA


 


	

By:

	
 


	

Name:

	
 


	

Title:

	
 


	
 

	
 


	

By:

	
 


	

Name:

	
 


	

Title:

	
 


	
 

	
 







 


	

Countersigned:


[COMPUTERSHARE,
INC.COMPUTERSHARE TRUST COMPANY, N.A.],as Warrant
Agent


 


	

By:

	
 


	
 

	

Authorized
Signature







 



Exh-A.3








 






[Form of
Warrant Certificate]

 


[Reverse]

 


The
Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants expiring [    ]
(or such earlier date as specified in the Warrant Agreement)
entitling the Holder on exercise to receive shares of Common Stock
of the Company (the “Common Stock”), and are
issued or to be issued pursuant to a Warrant Agreement dated as of
[    ] (the “Warrant Agreement”), duly
executed and delivered by the Company to [Computershare, Inc.], as
warrant agent (the “Warrant Agent”), which
Warrant Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to for a description
of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the
holders (the words “holders” or
“holder” meaning the
registered holders or registered holder) of the Warrants. A copy of
the Warrant Agreement may be obtained by the Holder hereof upon
written request to the Company. Capitalized terms used but not
otherwise defined herein shall have the meaning set forth in the
Warrant Agreement.

 


The
Holder of Warrants evidenced by this Warrant Certificate may
exercise them by surrendering this Warrant Certificate, with the
form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price in cash
at the office of the Warrant Agent on or before 5:00 p.m., New
York City time, on the relevant exercise date. In the event that
upon any exercise of Warrants evidenced hereby the number of
Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the Holder hereof or his
assignee a new Warrant Certificate evidencing the number of
Warrants not exercised. No adjustment shall be made for any
dividends on any Common Stock issuable upon exercise of this
Warrant.

 


The
Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price set forth on the face hereof and/or the
number of shares of Common Stock issuable upon the exercise of each
Warrant shall, subject to certain conditions, be adjusted. No
fractions of a share of Common Stock will be issued upon the
exercise of any Warrant, but the Company will pay the cash value
thereof determined as provided in the Warrant
Agreement.

 


The
Warrant Agreement provides certain registration obligations of the
Company with respect to the Common Stock issuable upon exercise of
the Warrants.

 


Warrant
Certificates, when surrendered at the office of the Warrant Agent
by the registered holder thereof in Person or by legal
representative or attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in
the Warrant Agreement, but without payment of any service charge,
for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of
Warrants.

 


Upon
due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the
transferee(s) in exchange for this Warrant Certificate, subject to
the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in
connection therewith.

 


The
Company and the Warrant Agent may deem and treat the registered
holder(s) thereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise
hereof, of any distribution to the holder(s) hereof, and for all
other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor
this Warrant Certificate entitles any holder hereof to any rights
of a stockholder of the Company.

 


THE
WARRANTS MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD,
ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE
WARRANT AGREEMENT. THE WARRANTS WILL NOT BE TRANSFERRED OF RECORD
EXCEPT IN COMPLIANCE WITH SUCH WARRANT AGREEMENT.

 



Exh-A.4








 






(FORM
OF ELECTION TO EXERCISE)

 


(To be
executed upon exercise of Warrants during the Exercisability
Period)

 


The
undersigned hereby irrevocably elects to exercise _______ of the
Warrants represented by this Warrant Certificate and purchase the
whole number of Warrant Shares issuable upon the exercise of such
Warrants and herewith tenders payment for such Warrant Shares in
the amount of $________ in cash or by certified or official bank
check, in accordance with the terms hereof.

 


The
undersigned certifies that the Warrants elected to be exercised
hereby are duly exercisable at this time in accordance with the
terms of the Warrant Agreement pursuant to which they have been
issued.

 


The
undersigned requests that a certificate representing such Warrant
Shares be registered in the name of ________________________ whose
address is ____________________________ and that such certificate
be delivered to _____________________ whose address is
____________________________.

 



Dated                                            







Name of holder of
Warrant
Certificate:                                                                                      






(Please
Print)



Tax Identification
or Social Security
Number:                                                                                                 







Address:                                                                                                 







Signature:                                                                                                 







Note: 

The above signature
must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or
enlargement or any change whatever and if the certificate
representing the Warrant Shares or any Warrant Certificate
representing Warrants not exercised is to be registered in a name
other than that in which this Warrant Certificate is registered, or
if any cash payment to be paid in lieu of a fractional share is to
be made to a Person other than the registered holder of this
Warrant Certificate, the signature of the holder hereof must be
guaranteed as provided in the Warrant Agreement.





 



Dated                                 





 



Signature
Guaranteed:                                                                                                 





 



Exh-A.5








 






[FORM
OF ASSIGNMENT]

 


For
value received ______________ hereby sells, assigns and transfers
unto _________________ the within Warrant Certificate, together
with all right, title and interest therein, and does hereby
irrevocably constitute and appoint ___________________ attorney, to
transfer said Warrant Certificate on the books of the within-named
Company, with full power of substitution in the
premises.

 



Dated                                 







Signature:                                                                 





 



Note: 

The above signature
must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.





 


Signature
Guaranteed:

 



Exh-A.6








 






SCHEDULE
OF INCREASES OR DECREASES IN GLOBAL WARRANTS

 


The
following increases or decreases in this Global Book-Entry Warrant
have been made:


	


Date of Transfer or Exchange




	


Amount of decrease in Number of Warrants of this Global Book-Entry
Warrant




	


Amount of increase in Number of Warrants of this Global Book-Entry
Warrant




	


Number of Warrants of this Global Book-Entry Warrant following such
decrease or increase




	


Signature of authorized officer of Warrant Agent





	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 








Exh-A.7








 







Exhibit B

 


CERTIFICATE
TO BE DELIVERED UPON EXCHANGE

 


OR
REGISTRATION OF TRANSFER OF WARRANTS

 


Re:
Warrants to Purchase Common Stock (the “Warrants”) of Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria


This
Certificate relates to _______ Warrants held in* _______ book-entry
or* _______ certificated form by _______________________
(the “Transferor”).

 


The
Transferor:*

 


has
requested the Warrant Agent by written order to deliver in exchange
for its beneficial interest in the Global Book-Entry Warrant held
by the Depositary a Warrant or Warrants in definitive, registered
form of authorized denominations and an aggregate number equal to
its beneficial interest in such Global Book-Entry Warrant (or the
portion thereof indicated above); or

 


has
requested the Warrant Agent by written order to exchange or
register the transfer of a Warrant or Warrants.

 


In
connection with such request and in respect of each such Warrant,
the Transferor does hereby certify that Transferor is familiar with
the Warrant Agreement relating to the above captioned Warrants and
the restrictions on transfers thereof as provided in
Section 2.8 of such Warrant Agreement.

 


	

(INSERT
NAME OF TRANSFEROR)


 


	

By:

	
 


	
 

	
 







 




 

Exh-B.1