Alto Palermo S.A. (APSA)

The Trustee or Transfer Agents shall instruct DTC to reduce the Rule 144A Global Security by
the aggregate principal amount of the beneficial interest to be so exchanged or transferred, and
the Trustee shall instruct DTC or, to the extent applicable, Euroclear or Clearstream,
concurrently with such reduction, to increase the principal amount of the Regulation S Global
Security of the same Series by the aggregate principal amount of the beneficial interest in the
Rule 144A Global Security to be so exchanged or transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions a beneficial interest in the
Regulation S Global Security equal to the reduction in the principal amount of the Rule 144A
Global Security of the same Series.
(ii) Transfers From Regulation S Global Security to Rule 144A Global Security.
If Securities of any Series are issued in the form of a Regulation S Global Security and a Rule
144A Global Security, and if a holder of a beneficial interest in the Regulation S Global Security
deposited with the relevant clearing system or its custodian wishes at any time to exchange its
interest in such Security for an interest in the Rule 144A Global Security of the same Series, or
to transfer its interest in such Regulation S Global Security to a Person who wishes to take
delivery thereof in the form of an interest in the Rule 144A Global Security of the same Series,
such holder may, subject to the rules and procedures of DTC or, to the extent applicable,
Euroclear and Clearstream, exchange or transfer such interest for an equivalent beneficial
interest in the Rule 144A Global Security of the same Series. Upon receipt by the Trustee of (1)
written instructions from a participant in DTC or Euroclear or Clearstream, as the case may be,
directing the Trustee to credit a beneficial interest in the Rule 144A Global Security equal to the
beneficial interest in the Regulation S Global Security of the same Series to be exchanged or
transferred, such instructions to contain information regarding the participant’s account with
DTC to be credited with such increase, and information regarding the participant’s account with
DTC or, to the extent applicable, Euroclear or Clearstream, to be debited with such decrease, and
(2) with respect to an exchange or transfer of an interest in the Regulation S Global Security
during the Restricted Period for an interest in the Rule 144A Global Security of the same Series,
a certificate in the form of Exhibit F hereto given by the holder of such beneficial interest and
stating that the Person transferring such interest in the Regulation S Global Security reasonably
believes that the Person acquiring such interest in the Rule 144A Global Security of the same
Series is a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A, the Trustee shall instruct DTC or, to the extent
applicable, Euroclear or Clearstream, to reduce the Regulation S Global Security by the
aggregate principal amount of the beneficial interest in such Security, and the Trustee shall
instruct DTC, concurrently with such reduction, to increase the principal amount of the Rule
144A Global Security of the same Series by the aggregate principal amount of the beneficial
interest in the Regulation S Global Security to be so exchanged or transferred, and to credit the
account of the Person specified in such instructions a beneficial interest in the Rule 144A Global
Security equal to the reduction in the principal amount of the Regulation S Global Security of the
same Series.
(d) If Securities are issued upon the transfer, exchange or replacement of
Securities not bearing the restrictive legends set forth in the respective applicable form of
Security attached hereto (collectively, a “Restrictive Legend ”), the Securities so issued shall not
bear a Restrictive Legend. If Securities are issued upon the transfer, exchange or replacement of
Securities bearing a Restrictive Legend, or if a request is made to remove a Restrictive Legend of
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