PAMPA ENERGÍA S.A. and THE BANK OF NEW YORK MELLON As Depositary and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Form of Amended and Restated Deposit Agreement Dated as of __________________, 2009Deposit Agreement • August 3rd, 2009 • Pampa Energy Inc. • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _______________ , 2009 among PAMPA ENERGÍA S.A. (formerly known as Pampa Holding S.A.), incorporated under the laws of the Republic of Argentina (herein called the Company), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.
RESTATED AGREEMENT FOR ISSUE OF WARRANTS ON COMMON SHARES OF PAMPA ENERGÍA S.A. issued by Pampa Energía S.A. to Damián Miguel Mindlin April 16, 2009Restated Agreement for Issue of Warrants on Common Shares • August 3rd, 2009 • Pampa Energy Inc.
This Restated Agreement (as defined below) is entered into between PAMPA ENERGIA S.A., a corporation regularly organized and existing under the laws of the Republic of Argentina (the “Company”), authorized to offer its shares to the public in accordance with the provisions of law 17,811, as amended and supplemented, including decree 677/2001 (the “Public Offering Law”), represented hereat by Diego Martín Salaverri, as resolved by the Ordinary and Extraordinary Shareholders Meeting held on April 8, 2009; and Damian Miguel Mindlin (the “Manager”), subject to the terms and conditions described below (the “Restated Agreement”):
OPPORTUNITIES ASSIGNMENT AGREEMENTOpportunities Assignment Agreement • August 3rd, 2009 • Pampa Energy Inc.
This OPPORTUNITIES ASSIGNMENT AGREEMENT (the “Agreement”) is entered into on September 27, 2006, between PAMPA HOLDING S.A., a corporation regularly organized and existing under the laws of the Republic of Argentina (the “Company”), represented hereat by Marcos Marcelo Mindlin, as resolved upon by the Shareholders’ Meeting dated June 16, 2006 (the “Shareholders’ Meeting”), for the first part; and Marcos Marcelo Mindlin, Damián Miguel Mindlin, Gustavo Mariani and Ricardo Alejandro Torres (each of them a “Manager” and all of them the “Managers” and together with the Company, the “Parties” and each of them, a “Party”), for the second part;
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • August 3rd, 2009 • Pampa Energy Inc. • New York
This Stock Subscription Agreement (the "Agreement") dated as of July 31, 2007 is made by and among Marcos Marcelo Mindlin, Gustavo Mariani, Damián Miguel Mindlin, each of whom is domiciled in the Republic of Argentina (collectively, the “EASA Individual Shareholders”), Latin American Energy LLC, a limited liability company established under the laws of Delaware (“LAE”), New Equity Ventures LLC, a limited liability company established under the laws of Delaware (“NEV” and together with LAE, the “EASA Institutional Shareholders”), and Deutsche Bank AG, acting through its London Branch, a German corporation acting through its United Kingdom registered branch (“DB”, and together with the EASA Individual Shareholders and the EASA Institutional Shareholders, the “Subscribing Holders”), on the one hand, and Pampa Holding S.A., a corporation (“sociedad anónima”) incorporated under the laws of the Republic of Argentina and listed on the Buenos Aires and Luxembourg stock exchanges (“Pampa” and,
