AGREEMENT

This Agreement # BLCN-001 (hereinafter ‘Agreement’) is dated as of the ___​th day of

___________ 2016 by and between:

Name:
Address:
(Hereinafter ‘BLCN’)
AND:
Benito Lucena
Buenos Aires, Argentina
(Hereinafter ‘B. Lucena’)
(Individually the "Party" and collectively the "Parties")

The Parties hereto mutually covenant and agree as follows:

1. ​The purpose​ of this Agreement pertains to:

a) Funding, via B. Lucena’s auspices, of BLCN’s project, as described in Annex C (project
overview).
b) Any other business so determined by the Parties.

2. ​Funds
(a) For the purpose raised in clause #1 above, B. Lucena herein confirms that it has the
necessary resources to enable BLCN to fund its key project, as per clause #3 hereinafter.
(b) As such, BLCN agrees to disburse the sum of US$25,000 (twenty-five thousand United
1
States Dollars) to B. Lucena for due diligence purposes (see Annex A for non-exhaustive list
of standard items to help facilitate the due diligence and expedite the project funding).

3. ​Step-by-Step
(a) The Parties sign this Agreement, with BLCN then wiring the sum listed in clause 2b above
to the account provided by B. Lucena (see Annex B).
(b) B. Lucena performs its thorough due diligence of the project described in Annex C (e.g.
sum of US$_____ million+).

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​Said sum (of US$25,000) shall be paid back to BLCN (in the unlikely event of no funding, as per clause 2a
above).
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Agreement # BLCN-001
(c) After said due diligence of the project, funding is provided to BLCN to get the project
going. ​This will take the form of a loan and/or equity in the project (to be finalized after the due
diligence phase).

4. Miscellaneous
4.1. ​Force Majeure. With respect to any and all questions related to force majeure
circumstances, the Parties are herein directed by the last terms and regulations of the
International Chamber of Commerce (ICC).

4.2. ​Non-circumvention and non-disclosure. The Parties mutually acknowledge and agree to
abide by the rules of non-circumvention and non-disclosure established by the International
Chamber of Commerce, Paris, France, in publication number ICC 619 titled, ​Model Occasional
Intermediary Contract​, for a period of five years from the date hereof. This understanding
shall survive the early termination of this Agreement.

4.3. ​Confidentiality. It is mutually agreed that this Agreement shall be kept confidential and
not reproduced in any form. Furthermore, this Agreement and related information shall be
given only to persons entitled to receive such information, specifically those who are directly
involved in the closing and management of these transactions.

4.4. ​Term. This Agreement ​shall be considered terminated upon successful completion of the
Parties’ respective obligations herein and the settlement of all payments. This Agreement can
also be terminated by mutual, written decision of the Parties.

4.5. ​Expenses and liabilities. It is mutually agreed that the Parties shall be responsible for
their respective institutional costs and expenses, as well as their respective liabilities in
connection with the payment of all taxes, levies or duties, which might become due as a
result of their participation in the contemplated transactions.

4.6. ​Dispute Settlement. This Agreement is concluded under the laws of Buenos Aires,
Argentina, which jurisdiction shall govern the construction, interpretation, execution, validity,
enforceability, performance and any other matters in respect of this Agreement, including
breach or claim thereof. The Parties agree to have any dispute dealt with by arbitration as a
first recourse.

4.7. ​Severability and changes.

4.7.1. Should any of the provisions of this Agreement become inoperable or invalid so as to
affect the Agreement in part, the remainder of the Agreement shall remain in force.
4.7.2. Changes to this Agreement can only be made, in writing, by mutual consent of the
Parties. Such changes/additions will be joined in an Appendix to this Agreement (which
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Agreement # BLCN-001
Appendix will automatically form an integral part of this Agreement).

4.8. ​Entire Agreement. The Agreement shall constitute the entire agreement between the
Parties and supersedes any and all agreements, representations, warranties, statements,
promises, and understandings, whether oral or written, with respect to the subject matter
hereto, and neither Party shall be bound by, nor charged with any oral, or written
agreements, representations, warranties, statements, promises, or understandings not
specifically set forth in this Agreement.

4.9. ​Sufficient time. The Parties acknowledge that they have had sufficient opportunity and
time to consult with advisors of all kinds, including legal, prior to the execution hereof and
that each fully understands and acknowledges the facts pertaining to the Agreement.
Furthermore each fully understands the legal rights and obligations contained herein and
each has executed this Agreement freely and without reservation.

Signature. The parties acknowledge that this Agreement shall be binding when executed (on
the date first mentioned at the outset/beginning of this Agreement) either by the
handwritten or electronic signature of each of them, whether written in longhand on a paper
copy of this Agreement or entered from a computer keyboard, pursuant to the ​Electronic
Signatures in Global and National Commerce Act​, Pub. L. No. 106-229, 114 Stat. 464 (2000),
codified at 15 U.S.C. § 7001 ​et seq.,​ which went into effect as of October 1, 2000.

Name:
BLCN

*************

B. Lucena

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Agreement # BLCN-001
 ADDENDUM A

As per clause 1 of this Agreement # BLCN-001, hereinafter is a non-exhaustive list of standard

items needed in general (after receipt of the US$25,000 ‘principal sum’) to facilitate the due
diligence and expedite the project funding (no need to provide any items that wouldn’t
apply).

→ ​1.​ ​Complete contact information

→ ​2.​ ​Complete business plan​, to include, ​inter alia:​

✓​Detailed description of the project (beyond the standard overview)
✓​List of assets owned by the project group/promoter
✓​Comparative analysis of existing projects
✓​Complete market study
✓​Environmental impact analysis
✓​ Strategy (short, medium, long term), including upcoming ‘phases’ and other, targeted
acquisitions
*********************

✓​Funds already spent on current project

✓​Use of proceeds
✓​Cash flow projections
*********************

✓​Project schedule (including any potential item susceptible of causing delays)

→ ​3. ​Financial Statements, ​(separate, or as part of the business plan itself) o

​ ver the past
three years for the project group, and for each of its main principals. Some of the
ratios/items being looked into, when assessing these, include:
✓​Liquidity (the amount of cash and working capital currently held by the project group);
✓​Leverage (the amount of debt on the project group’s balance sheets);
✓​Credit scores for main principals.

→ ​4.​ Project group’s main principals’ ​resumes ​- separate or as part of the business plan itself

→ ​5. References from professionals- (accountants, lawyers, business advisors), who have
reviewed the project group’s proposal. To be provided separately or as part of the business
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Agreement # BLCN-001
plan itself -.

ADDENDUM B

Banking coordinates
As per clause 3(a) of this Agreement

To be determined

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Agreement # BLCN-001
 ADDENDUM C

Project Overview
BLCN

Overview

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Agreement # BLCN-001