Argentex Mining Corporation - Exhibit 4.19 - Filed by newsfilecorp.com






City of Buenos Aires, July 2nd, 2013 

SCRN PROPERTIES LTDA, Sucursal Argentina 

Av. Santa Fe 1592, 4° H 

(C1060 ABO) Buenos Aires, Argentina 

Att. Sr. Orlando Rionda 

Re: Offer of a 2,3 million USD-Linked Loan Agreement 

Dear Sirs,

The purpose of this letter is to submit to you an offer of a
“USD-Linked Loan Agreement” (the “Offer” and the
“Agreement”, respectively) to be entered into by and between
SCRN PROPERTIES LTDA, Sucursal Argentina (the “Lender”) and
SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN FAMILIA ITALIANA DE
CORREA (the “Borrower”, and together with the Lender, the
“Parties”). 

 

CAPITALIZED TERMS NOT DEFINED IN THIS OFFER SHALL HAVE THE
MEANINGS ASSIGNED TO THEM IN THE TERMS OF OFFER (AS DEFINED BELOW). 

This Offer shall be governed by the terms and conditions: 

	 	(1) 	
      This Offer is made in a firm, unconditional and
      irrevocable way for a period of 5 (five) Business Days and shall be deemed
      accepted by the Lender if the Lender delivers to the Borrower, within five
      (5) Business Days as from the receipt of the Offer, an acceptance
      letter:

	 	 	 
	 	(2) 	
      Furthermore, the Offer shall be deemed rejected, if after
      the term of validity, the Lender does not undertake the physical act
      referred to in paragraph 1 above.

	 	 	 
	 	(3) 	
      Once the Offer is accepted, in accordance with the
      provisions of paragraph 1 of this Offer, the obligations and rights
      between the Parties will be regulated in accordance with this Offer and
      the terms and conditions attached as Annex A hereto (the
      "Terms of Offer"). The Terms of the Offer have been duly
      signed in all their pages for the subscribers and are considered for all
      purposes, part of the Offer.

	 	 	 
	 	(4) 	
      Once the Offer is accepted, in accordance with the
      provisions of paragraph 1, the text of the Offer and the Term of the Offer
      that are held by the Borrower, shall be valid and binding for both
      Parties.



1




Yours sincerely,

 

SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN FAMILIA
ITALIANA DE CORREA. 

	By: /s/Fernando Rodriguez
      Nielsen                                
    
	 
	Name: Fernando Rodriguez
      Nielsen                                
    
	 
	Title:
      President                                                                    


 

 

 

RECEIVED ON JULY 2ND FOR THE SOLE PURPOSE OF ITS
ANALYSIS. THE RECEIPT DOES NOT IMPLY ACCEPTANCE- 

SCRN PROPERTIES LTDA, Sucursal Argentina 

2




APPENDIX A 

TERMS OF OFFER 

USD-LINKED LOAN AGREEMENT 

THIS AGREEMENT (the “Agreement”) is
entered into by and between: 

	(1) 	
      SCRN PROPERTIES LTD, Sucursal Argentina, an
      Argentine branch of SCRN Properties Ltd. -a company organised and existing
      under the laws of British Columbia, Canada- duly registered on January
      17th, 2005 before the Public Registry of Commerce of the City
      of Buenos Aires, under number 79, Book 57, Volume B, of Foreign By- Laws
      (the “Lender”); and

	 	 
	(2) 	
      SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN
      FAMILIA ITALIANA DE CORREA, a mutual association created in accordance
      with Argentine Law 20,321, duly organized and existing under the laws of
      Argentina (the “Borrower”, and together with the Lender, the
      “Parties”).



WHEREAS:

	 	(i) 	
      The Borrower is a non-profit organization, which its main
      purpose is to provide economical assistance to its members in accordance
      with the terms and conditions of its by-laws.

	 	 	 
	 	(ii) 	
      The Lender is a junior exploration mining company that
      owns the Project Pingüino in the province of Santa Cruz, Republic of
      Argentina.

	 	 	 
	 	(iii) 	
      The Lender has recently received a Pesos 12,767,666
      capital injection from its parent company (the “Capital
      Injection”).

	 	 	 
	 	(iv) 	
      In connection with the Capital Injection, and in
      accordance with the Lender’s forecasted exploration expenditure
      requirements (which are envisioned in US Dollars), the Lender does not
      need to use all the proceeds thereof on the date hereof.

	 	 	 
	 	(v) 	
      The Borrower needs to obtain financing in order to
      allocate to its corporate purpose activities.

	 	 	 
	 	(vi) 	
      In light of the above mentioned, the Borrower has
      requested to the Lender, and the Lender has agreed, to provide to the
      Borrower a US-linked financing.



NOW, THEREFORE, in consideration of the mutual promises
and conditions contained in this AGREEMENT, the Parties agree as follows:


3




SECTION I - DEFINITIONS 

1.01 Definitions  Unless otherwise
defined in this Agreement, the following terms shall have the following
respective meanings: 

“Applicable Exchange Rate” means,
the exchange rate published by the Banco de la Nación Argentina for
dollar bills vendor type at the close of business of the Calculation Date. 

“Borrower’s Bank Account” means, Banco Frances,
Branch 478 – Empresas Rosario, Account Nbr. 23417; CBU 01704789 2 0000000
234171, CUIT 33-58938649-9. 

"Business Day" means, any day in commercial banks
are open for business in City of Buenos Aires, Republic of Argentina, other than
Saturday or Sunday. 

“Calculation Date” means: 

	 	(a) 	
      the Business Day prior to any payment to be made by the
      Borrower in accordance with Section III hereto (“Repayment of Principal
      and Interests”), or in the event of late payment one of the two
      following dates that results in a higher Implicit Devaluation Rate: (i)
      the Business Day prior to the effective date of payment; or (ii) the
      Business Day prior to the scheduled Payment Date; and

	 	 	 
	 	(b) 	
      June 28th, 2013, regarding the disbursement of
      the Loan to be made by the Lender.



“Default Interests” has the meaning ascribed in
Section 3.03 hereto. 

“Default Rate” means, 9,3% (nine point three
percent) per annum. 

“Disbursement Exchange Rate” means US$ 1 / Pesos
5.395, which reflects the Applicable Exchange Rate applicable to the
disbursement of the Loan proceeds. 

“Implicit Devaluation Rate” means, the implicit
devaluation of the Peso against the US Dollar resulting from the relationship
between (a) 1 (one) US Dollar converted to Pesos at the Applicable Exchange Rate
on each relevant Payment Date –or date of effective payment, as the case may be
-; against (b) 1 (one) US Dollar converted to Pesos at the Disbursement Exchange
Rate. 

“Effective Date” means, the day of acceptance of
the Offer. 

“Event of Default” means, each of the events or
circumstances set out in Section 7 hereto. 

“Floor Rate” means, 18,6% (eighteen point six
percent) per annum. 

“Lender” has the meaning ascribed in the heading
of this Agreement. 

“Lender’s Bank Account” means, Bank HSBC; Account
Nbr.. 0673226497; CBU: 15000176-00006732264978; CUIT: 30–70920119–7. 

“Loan” means, the US$-Linked Loan granted by the
Lender to the Borrower hereunder. 

“Notes” means, the promissory notes provided for
in Section 7 hereto. 

4




“Material Adverse Effect” means, a material
adverse effect on the business, financial conditions, operations, or properties
of the Borrower. 

“Payment Date” means, the dates in
which the Borrower is required to make a payments of principal, interests and
any other amounts due to the Lender hereunder, in accordance with the
amortization schedule set forth in Section 3.01. 

“Payment Period” means the period starting as
from the disbursement date of the Loan until the corresponding Payment Date.


“Pesos” means the lawful currency of the Republic
of Argentina. 

“US Dollars” or “US$” means the
lawful currency of the United States of America. 

SECTION II - THE LOAN 

2.01 Loan. The Borrower hereby
requests and the Lender hereby agrees to make a Loan to the Borrower for an
amount of US$ 2,300,000 (US Dollars two million three hundred thousand),
subject to and in accordance with the provisions set forth in this Agreement.The
funds will be disbursed by the Lender within 2 (two) Business Days from the
Effective Date, subject to the compliance by the Borrower of the conditions
precedents, by transferring the amount thereof to the Borrower’s Bank
Account.

The Parties agree that disbursement will be evidence by the
sole credit of the funds into the Borrower’s Bank Account. Notwithstanding this,
the Borrower shall promptly upon the receipt of the Loan proceeds (and in any
event no more than 2 (two) Business Days thereafter) issue a written document
evidencing receipt thereof, in the terms and conditions set forth in
Exhibit I hereto.

2.02 Currency. The Loan is made and
nominated in US Dollars. Notwithstanding the foregoing: 

	 	(a) 	
      Disbursement of the Loan by the Lender shall be made in
      Pesos, converted at the Disbursement Exchange Rate; and

	 	 	 
	 	(b) 	
      Each payment made by the Borrower, including but not
      limited to principal, interest, penalties and any other sums of money to
      be payable by the Borrower in connection with this Agreement, shall be
      made in Pesos, converted at the Applicable Exchange
Rate.



2.03 Use of Proceeds. The proceeds of the
Loan will be applied by the Borrower to satisfy its corporate purpose
activities, in accordance with the Borrower’s By-Laws and the Reglamento de
Ayuda Económica Mutual (as approved by Instituto Nacional de
Asociativismo y Economía Social (INAES) through Resolution N° 511).


5




SECTION III – REPAYMENT OF PRINCIPAL AND INTERESTS


3.01 Principal. The Borrower agrees to
repay the Loan in 9 (nine) installments, each to be made on each Payment Date,
in accordance with the amortization schedule set forth herein: 


	  	 	  	 	Principal Amount 
	Installment 	 	Payment Date 	 	to be Repaid 
	1 	 	July 15th , 2013 	 	250,000 
	2 	 	August 15th , 2013 	 	550,000 
	3 	 	September 16th , 2013 	 	500,000 
	4 	 	October 15th , 2013 	 	350,000 
	5 	 	November 15th , 2013 	 	130,000 
	6 	 	December 16th , 2013 	 	130,000 
	7 	 	January 15th, 2014 	 	130,000 
	8 	 	February 17th, 2014 	 	130,000 
	9 	 	March 17th, 2014 	 	130,000 



3.02 Interests. In the event the Implicit
Devaluation Rate accrued on the relevant Payment Period is lower than the
Floor Rate, the Borrower shall pay to the Lender on each Payment Date (and
together with the principal payable at such Payment Date) an interest on the
unpaid principal amount, calculated at a rate equal to (a) the Floor Rate, minus
(b) the relevant Implicit Devaluation Rate accrued on such Payment Period. 

On the contrary, if the Implicit Devaluation Rate accrued on
the relevant Payment Period is equal to or higher than the Floor Rate,
the Borrower will not have to pay to the Lender any additional Interests on such
Payment Period. 

The Floor Rate shall be calculated on the basis of a year of
three hundred sixty (360) days for the actual number of calendar days (including
the first day but excluding the last day) occurring in the relevant Payment
Period. 

3.03 Default Interests. Upon the
occurrence, and continuance of an Event of Default, and in addition to the
interest rate to be applied, as provided in Section 3.02, default
interests (“Default Interests”) shall accrue on the unpaid
principal amount of the Loan at the Default Rate. For avoidance of doubt
interests (including Default Interests, if any) shall also be accrued on any
interest, fee or other amount to be payable hereunder. 

The Borrower hereby accepts and consents that upon an Event of
Default, Default Interests (and any other interest payable hereunder) will be
capitalized on a monthly basis. 

6




3.04 Method of Payment. The payment of the
Loan by the Borrower to the Lender (including any interest thereon and/or any
other amount payable by the Borrower hereunder) shall be made by
deposit/transfer to the Lender’s Bank Account. 

3.05 Allocation Order. Any payment made by
the Borrower to the Lender hereunder shall be allocated to service the following
concepts, in the following order: 1° fees and expenses reasonably incurred as a
result of a default of the Borrower to repay the Loan or any portion thereof
when due, 2° Default Interest, 3° interests, as provided in Section 3.02 and 4°
principal. 

SECTION IV – REPRESENTATION AND WARANTIES 

The Borrower hereby represents and warrants to the Lender that:


	 	(a) 	
      The Borrower is a mutual duly organized in
      accordance with Law 20,321, validly existing and in good standing under
      the laws of Argentina, duly registered before the INAES (Instituto
      Nacional de Asociativismo y Economía Social) under Nbr. 165.

	 	 	 
	 	(b) 	
      The Borrower has the authority and ability to execute
      this Agreement and the Notes, to bind itself and to comply with the
      obligations hereunder. The Borrower has obtained all authorizations or
      approvals required by the Borrower’s By-Laws, and has obtained any other
      authorizations that may be required from any other person or entity for
      the execution of this Agreement, or by any applicable regulation or
      law.

	 	 	 
	 	(c) 	
      This Agreement and the Notes are and represent a legal,
      valid and binding obligation, enforceable against the Borrower in
      accordance with the terms thereof.

	 	 	 
	 	(d) 	
      The audited balance sheet of the Borrower for the two
      fiscal years prior to the date hereof, were drawn in accordance with the
      General Acceptable Accounting Principles (“GAAP”) of
      Argentina applicable as of such dates, copies of which have been
      previously furnished to the Lender, and fairly present the Borrower’s
      financial condition as at such dates, and from such dates there has been
      no change in condition or operations that could reasonably be expected to
      have a Material Adverse Effect of the Borrower.

	 	 	 
	 	(e) 	
      There is no pending, and, to the best of its knowledge,
      threatened action or proceeding affecting the Borrower before any
      competent court, governmental agency or arbitrator, which, if determined
      adversely, could have a Material Adverse Effect.

	 	 	 
	 	(f) 	
      The Borrower has not been declared bankrupt; is not under
      a general default condition; nor has initiated any bankruptcy proceedings
      or bankruptcy liquidation or any out-of-court composition agreement with
      creditors or similar process in a willful or forced way.

	 	 	 
	 	(g) 	
      The Borrower has carefully analyzed and evaluated the
      diverse economic and legal variables, especially in connection to exchange
      rates, projected devaluation and inflation, as well as the possible
modifications bound to occur in the future, either legal or economic. 



7




SECTION V – COVENANTS 

The Borrower hereby covenants to the Lender the following: 

	 	(a) 	
      To refrain from making a substantial change to the
      general nature of business and/or the main purpose of the Borrower as
      stated in its By-Laws.

	 	 	 
	 	(b) 	
      To comply in all material respects with all laws to which
      it may be subject, including but not limited to any and all tax
      regulations and anti-money laundering regulations.



SECTION VI – EVENTS OF DEFAULT 

Each of the events or circumstances set out in this
Section 6 is an Event of Default:

	 	(a) 	
      Failure by the Borrower to pay when due any amount under
      this Agreement.

	 	 	 
	 	(b) 	
      Any representation and/or warranty made by the Borrower
      in this Agreement was not accurate in any material way at the date it was
  made (except such made under Section IV (f) hereto).

	 	 	 
	 	(c) 	
      Any covenant made in Section V herein, by the Borrower
      hereunder is breached.

	 	 	 
	 	(d) 	
      The interruption by the Borrower, temporarily or
      permanently of its on-going business, or any order or resolution or
      application for its winding up or dissolution.

	 	 	 
	 	(e) 	
      Any event or series of events occurs, which, in the
      reasonable opinion of the Lender, may have a Material Adverse
    Effect.

	 	 	 
	 	(f) 	
      The adoption or implementation of any law or regulation
      which has a negative effect in the US Dollar linked structure, as agreed
      hereunder (including but not limited to a
“pesificación”).

	 	 	 
	 	(g) 	
      Any indebtedness of the Borrower is declared to be or
      otherwise becomes due and payable prior to its specified maturity as a
      result of an event of default.

	 	 	 
	 	(h) 	
      The representation and warranty made by the Borrower
      under Section IV(f) hereunder was not accurate in any material way
      at the date it was made or ceases to be accurate thereafter during the
      term of this Agreement.



If an Event of Default with respect to the Borrower has
occurred, then default will take place as follows: 

8





	 	(i) 	
      If it is an Event of Default described in Section VI,
      (a), (d), (f) and (h) herein above, default will occur in an automatic
      manner by operation of law –without the need of providing any default
      notice to the Borrower-;

	 	 	 
	 	(ii) 	
      If it is an Event of Default described in Section VI,
      (b), (c), (e) and (g) herein above, default will occur upon written
      default notice to the Borrower.



Upon the occurrence of default, as established in (i) above,
the Lender may, by notice to the Borrower, declare the Loan and all the Notes
then outstanding to be immediately due and payable, plus all accrued and unpaid
interest thereon, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower. 

SECTION VII – PROMISSORY NOTES 

As additional evidence of the Borrower’s obligation to repay
the Loan principal and any interest thereon, at the Lender’s request the
Borrower shall execute and deliver to the Lender, 9 (nine) Notes issued by the
Borrower in Spanish, in substantially the form set forth in Exhibit
II hereto, together with an English translation thereof, and each for a
principal amount equal to each principal installment (as detail in the
amortization schedule set forth in Section 3.01), increased in the
amount required to cover the stamp tax corresponding to each Note (which shall
be at the Borrower’s exclusive cost and expense, and will be paid by the Lender
in the event the Lender is required by the tax authorities or if applicable in
the event of electing to enforce of the Notes). The Notes shall be duly
completed and signed by an attorney-in-fact or agent duly acting on behalf of
Borrower, and such signature and capacity shall be duly certified by a notary
public. 

The execution and delivery by the Borrower of the Notes shall
not affect in any way whatsoever the Borrower’s obligations hereunder, neither
the Lender’s rights and claims hereunder. 

Upon discharge of all the obligations of the Borrower under
this Agreement, the Lender shall cancel and return to Borrower the Notes. 

The Lender agrees that, notwithstanding any provision of the
Notes held by it, it shall not demand payment of any amount under such Notes
unless such amount is then due and payable (whether at stated maturity, by
acceleration or otherwise) by the Borrower in accordance with the terms of this
Agreement. 

SECTION VIII – ASSUMPTION OF EXCHANGE RISK 

The principal and any other sum owed by the Borrower to the
Lender under this Agreement is fixed in US Dollars, this being an essential
condition of this Agreement.

The Parties assume the so called “Devaluation Risk” and
irrevocably waive the right to invoke the “Unforeseen Acts Theory” (“teoría
de la imprevisión”) or any other legal figure allowing the revision of what
was agreed or a diminishment or readjustment of the owed amounts. 

9




SECTION IX - VOLUNTARY PREPAYMENTS 

The Borrower will not be allowed to make any prepayment under
the Loan, either in whole or in part. 

SECTION X – CONFIDENTIALITY 

10.01 Except as provided in Section 10.02,
all information related to this Agreement shall not be disclosed by the Parties
to any third party or the public without the prior written consent of the other
Party, which consent shall not be unreasonably withheld. 

10.02 The consent required by Section
10.01 shall not apply to a disclosure: 

	 	(a) 	
      from the Lender to a potential successor of all or any
      significant portion of its rights under this Agreement, or to a potential
      successor by consolidation or merger;

	 	 	 
	 	(b) 	
      to an affiliate or representative that has a bona fide
      need to be informed (but subject to the obligations of confidentiality
      herein);

	 	 	 
	 	(c) 	
      to a governmental agency or to the public where such
      disclosure is required by applicable law or the rules of any stock
      exchange, but subject to prior notification to the other Party to enable
      such Party to seek appropriate protective orders, provided that
      such prior notification shall not be required for disclosures required
      by applicable securities law;

	 	 	 
	 	(d) 	
      made in connection with litigation or arbitration
      involving a Party where such disclosure is required by the applicable
      tribunal or is, on the advice of counsel for such Party, necessary for the
      prosecution of the case, but subject to prior notification to the other
      Party to enable such Party to seek appropriate protective
  orders.



SECTION XI – INDEMNITY 

The Borrower hereby agrees to indemnify and hold the Lender
harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, reasonable and documented costs and
expenses incurred by or asserted or awarded against the Lender, insofar as such
claims, liabilities, losses, damages or expenses arise out of or result from (a)
any actual or proposed use by the Borrower of the proceeds of the Loan or breach
by the Borrower of the terms of this Agreement or (b) any investigation,
litigation, arbitration or other proceeding whether or not the Borrower and/or
the Lender is a party thereto, relating to the foregoing.

The provisions of this Section 11 shall survive
termination of this Agreement and the repayment of the Loan.

10




SECTION XII – TAXES 

Any and all taxes and fees incurred in connection with or as a
result of this Agreement shall be exclusively borne by the Borrower, except for
(a) the taxes that levy Lender’s own profits or assets; and (b) stamp taxes
levied on this Agreement, if any, which –if applicable- shall be borne
exclusively by Lender.

SECTION XIII- NOTICES 

All notices and other required communications between the
Parties shall be in writing, in English language, and shall be addressed
respectively as follows: 

if to the Lender:

SCRN PROPERTIES LTD, Sucursal
Argentina 
Av. Santa Fe 1592, 4° H 
(C1060 ABO) Buenos Aires,
Argentina 


Att. Sr. Orlando Rionda 
Facsimile:
54 11 5235 0235 
Email: orionda@yahoo.com


with a copy, which shall not constitute
notice, to: 

HOLT Abogados 
Av. Santa Fe
1592, 4° H 
(C1060 ABO) Buenos Aires, Argentina 


Att. Florencia Heredia / Matías Olcese

Facsimile: 54 11 5235 0235 
Email: fheredia@holtlegal.com.ar / molcese@holtlegal.com.ar


if to the Borrower: 

SOCIEDAD ITALIANA DE SOCORROS MUTUOS
Y PROTECCIÓN FAMILIA ITALIANA DE CORREA 
25 de Mayo 878

Correa; Province of Santa Fe (2506) 

Att. Sr. Fernando Rodríguez Nielsen

Facsimile: 
Email: fernandonielsen@ciudad.com.ar


Any Party may modify its domicile to another domicile located
in their respective Province, in which case it shall provide due notice to the
other Party at least 5 (five) Business Days prior to the date on which such
change of domicile becomes effective. 

11




SECTION XIV - JURISDICTION 

14.01 Applicable Law. The Agreement will
be governed pursuant to the laws of Argentina. 

14.02 Jurisdiction. Any controversy
arising in relation to the Agreement will be subject to the ordinary commercial
jurisdiction of national commercial courts in the Autonomous City of Buenos
Aires. 

12




Exhibit I 

Receipt Form 

City of [__], [__], 2013 

SCRN PROPERTIES LTD, Sucursal Argentina 

Av. Santa Fe 1592, 4° H 

(C1060 ABO) Buenos Aires, Argentina 

Att. Sr. Orlando Rionda 

Re: USD-Linked Loan Agreement 

Dear Sirs,

Reference is made to the loan agreement dated July
2nd, 2013, entered into by and between 

SCRN PROPERTIES LTD, Sucursal Argentina (as lender) and
SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN FAMILIA ITALIANA DE
CORREA (as borrower) (the “Loan Agreement”). Capitalized terms
used in this receipt but not defined herein, have the meanings ascribed to such
terms in the Loan Agreement. 

We hereby acknowledge receipt of the amount of Pesos [__]
(equivalent to US Dollars 2,300,000, converted at the Disbursement Exchange
Rate), as transferred to the Borrower’s Bank Account at Banco Frances, Branch
478 – Empresas Rosario, Account Nbr. 23417; CBU 01704789 2 0000000 234171, CUIT
33-58938649-9. 

Yours sincerely,

 

SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN FAMILIA
ITALIANA DE CORREA. 

By: _______________________________

Name: ____________________________

Title: _____________________________

13




Exhibit II 

Promissory Notes Form 

 

PAGARÉ 

	Dólares Estadounidenses [____] 	[City ___], Argentina 
	 	 
		[__] de [_____] de 2013 


               POR
VALOR RECIBIDO, NOSOTROS, SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN
FAMILIA ITALIANA DE CORREA (el “Prestatario”), por el presente
incondicionalmente prometemos pagar, y pagaremos, A LA VISTA, a la orden de
SCRN PROPERTIES LTDA, Sucursal Argentina (el “Prestamista”) la suma de
capital de [_____________] de Dólares de los Estados Unidos de América (US
Dólares [_________]), con más los intereses devengados por dicho capital desde
la fecha del presente hasta la presentación y efectivo pago del presente Pagaré
a la tasa de interés del [__]% anual, pago que efectuaremos en moneda de curso
legal y forzoso de Estados Unidos de América, en fondos inmediatamente
disponibles por el Prestamista, mediante acreditación en cuenta la cuenta
[______]. 

               En
caso y a partir de falta de pago a la fecha de presentación de este Pagaré, el
monto adeudado bajo el presente devengará un interés punitorio adicional del
[__]% ([___] por ciento) anual hasta la fecha del efectivo pago. 

               Se
deja ampliado el plazo para la presentación de este Pagaré para su pago a 5
(cinco) años desde la fecha del libramiento del presente. 

               Todos
los impuestos y costos relacionados con dichas operaciones serán soportados por
el Prestatario. El presente Pagaré sólo se considerará pagado cuando el tenedor
reciba en el lugar de pago previsto en el presente la suma de Dólares
Estadounidenses billete arriba señalada. El Prestatario renuncia en forma
incondicional e irrevocable a invocar la teoría de la imprevisión y onerosidad
sobreviniente (Artículo 1198, párrafo segundo, del Código Civil de la República
Argentina). 

               Todos
los montos adeudados en virtud del presente Pagaré serán pagados libres de, y
sin deducciones por, impuestos, tasas, gastos, derechos, y/o retenciones,
presentes o futuros, de cualquier naturaleza o tipo, sean éstos de jurisdicción
nacional o provincial de la República Argentina, o impuestos cobrados por
cualquier autoridad impositiva de la República Argentina. En caso de ser
aplicable algún impuesto, tasa, cargo, gasto, derecho y/o retención de la índole
mencionada, éste será pagado exclusivamente por el Prestatario. 

               En
el supuesto que este Pagaré o cualquiera de sus cláusulas no fueren considerados
un pagaré bajo los términos del Decreto-Ley 5965/63 o aptas para ser contenidas
en un pagaré, respectivamente, el Pagaré o la cláusula en cuestión, según
corresponda, serán considerados reconocimiento de deuda efectuado por el Prestatario, que trae
aparejada su ejecución. Para tales efectos (y en concordancia con el artículo
523, inciso 2do. del Código Procesal Civil y Comercial de la Nación), el
presente es suscripto por el Prestatario ante un escribano público debidamente
matriculado, el cual certifica la firma del Prestatario, como así también sus
facultades para otorgar el presente. 

14




               La
ley aplicable al presente Pagaré será la de la República Argentina. A todos los
efectos legales derivados del mismo, el Prestatario se somete irrevocable, firme
e incondicionalmente a la jurisdicción y competencia de los Tribunales
Ordinarios en lo Comercial de la Ciudad Autónoma de Buenos Aires, renunciando a
cualquier otro fuero o jurisdicción que le pudiera corresponder. 

               A
efectos de la notificación de cualquier acción o reclamo iniciado por el tenedor
contra el Prestatario con motivo de este Pagaré, su validez, interpretación,
cumplimiento y/o incumplimiento, y para cualesquiera otros efectos derivados de
este Pagaré, el Prestatario constituye domicilio en 25 de Mayo 878,Correa; Provincia de Santa Fe (2506), República Argentina. 

 

SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN FAMILIA
ITALIANA DE CORREA

 

_________________________________________________

Nombre: __________________________________________

Cargo: ___________________________________________

 

[CERTIFICACIÓN DE FIRMA Y PERSONER¥A POR ESCRIBANO PÚBLICO] 

15




English Translation Of The Promissory Notes
Form 

PROMISSORY NOTE

	U.S. Dollars [____] 	[City ___], Argentina 
	 	 
		[__] de [_____] de 2013 


               FOR
VALUE RECEIVED, WE, SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN FAMILIA
ITALIANA DE CORREA (the “Borrower”), hereby unconditionally commit to pay,
and will pay, ON DEMAND, to SCRN PROPERTIES LTD, Sucursal Argentina (the
"Lender") the principal amount of United States Dollars [_____________] (US
Dollars [_________]), plus interest accrued on principal amount hereof from the
date hereof until the date of presentation and effective payment of this
Promissory Note, at the rate of [ ___%] per annum, payment that we will made in
lawful currency of the United States of America and in immediately available
funds by credit to account No. [______]. 

               In
the event, and as from the default in payment at the presentation of this
Promissory Note, the amount owed hereunder shall bear an additional punitive
interest of [__]% ([___] percent) per annum until the date of effective payment.


               The
term for presentation of this Promissory Note for its payment is hereby extended
to 5 (five) years as from the date of issuance of the present. 

               All
taxes and expenses in relation with such operations shall be borne by the
Borrower. This Promissory Note shall be deemed paid only when the holder
receives in the place of payment provided herein the abovementioned sum of
United States Dollars bills. The Borrower hereby unconditionally and irrevocably
waives the right to invoke the unforeseen acts theory (Article 1198, second
paragraph, of the Civil Code of the Republic of Argentina). 

               All
sums due under this Promissory Note shall be paid free and without deductions
for taxes, fees, expenses, costs, rights, and/or withholdings, present or
future, of any nature or kind, be they national or provincial jurisdiction of
the Republic of Argentina, or taxes imposed by any taxing authority of the
Republic Argentina. In the event that there is any applicable tax, fee, charge,
cost, right and/or withholding of the kind referred to herein, such will be paid
solely by the Borrower. 

               In
the event that this Promissory Note or any of its sections can not be considered
a promissory note under the terms of Decree-Law 5965/63, or suitable to be
contained in a promissory note, respectively, the Promissory Note or the Section
in question, as applicable, shall be considered acknowledgment of debt made by
the Borrower, which entails its enforcement. For this purpose (and in accordance
with Section 523, second subsection of the Procedural Civil and Commercial Code
of the Nation), the present is signed by the Borrower before a notary public
duly registered, which certifies the signature of the Borrower, as well as its
faculties to execute the present. 

16




               The
applicable law to this Promissory Note shall be that of the Republic of
Argentina. For all legal purposes derived thereof, the Borrower irrevocably and
unconditionally submits to the jurisdiction of the Commercial Ordinary Courts of
the Autonomous City of Buenos Aires, waiving any other jurisdiction that may
correspond.

               For
the purposes of notification of any action or claim brought by the holder
against the Borrower by reason of this Promissory Note, its validity,
interpretation, performance and/or noncompliance, and to any other effect of
this Promissory Note, the Borrower constitutes domicile at 25 de Mayo 878,Correa; Province of Santa Fe (2506), Republic of Argentina. 

 

SOCIEDAD ITALIANA DE SOCORROS MUTUOS Y PROTECCIÓN FAMILIA
ITALIANA DE CORREA

 

__________________________________________________

Name: __________________________________

LegaL Capacity:
___________________________________________________

17