SPECIFIC AGREEMENT BETWEEN THE NATIONAL UNIVERSITY OF RIO NEGRO, THE SECRETARIAT OF CULTURE OF THE PRESIDENCY OF THE NATION AND THE GOGA CULTURAL PROJECT

Among the SECRETARY OF CULTURE of the PRESIDENCY OF THE NATION, hereinafter "THE SECRETARY", with address at Avenida Alvear 1690, represented by Mr. Secretary of Culture of the Nation Mr. Jorge Edmundo Coscia, on the one hand, THE UNIVERSITY NACIONAL DE RIO NEGRO, hereinafter "THE UNIVERSITY", with address at Calle Colón 450 office 1, Viedma, Rio Negro, represented by the Rector Juan Carlos Bello and THE GOGA CULTURAL PROJECT, hereinafter "GOGA PROJECT", with address at Calle Subida Juan de Marquéz and Ruta Naciona No. 40, El Bolsón, Río Negro, represented by the owner of the brand "Proyecto Cultural Goga", Mr. Raúl Julio Rothschild, agree to enter into this specific agreement, in accordance with the Framework Agreement signed between THE SECRETARY AND THE UNIVERSITY, on October 8, 2013.----------------------------------- -------------------------------------------------- ----------------------

FIRST: OBJECT: Within the framework of this Specific Agreement THE SECRETARY AND THE UNIVERSITY agree to join forces in order to provide financial assistance  and technical assistance for the completion of the "Auditorium" belonging to the GOGA PROJECT, space regional multidisciplinary culture and with provincial and federal scope.---------------------------------------- --------

SECOND: OF THE WORK: THE SECRETARY agrees to fully finance the completion work of the "Auditorium" of the GOGA PROJECT.
THE UNIVERSITY, for the purposes of carrying out the work, undertakes within a period of sixty (60) days from this Agreement, to submit to THE SECRETARY the Computation and final Budget of the work to be carried out, the Specifications Sheet Complementary Techniques and Plans, necessary elements for the realization of the Bid Document corresponding to the completion stage of the aforementioned work.
Once the work has been awarded in accordance with the rigorous bidding procedure, THE SECRETARIAT undertakes to transfer the amount resulting from the award of the public tender carried out, plus any price redeterminations that may correspond, within the terms established by the investment schedule to THE UNIVERSITY .------------------------------------------------- ---------------------------------------

THIRD: METHOD OF PAYMENT: Once the architectural project of THE UNIVERSITY has been approved, the investment schedule must be developed in stages that will be incorporated into the present through Minutes that must be approved by the Secretary of Culture of the Nation for its transfer.-- -------------------------------------------------- -------------------------------------------------- -----------

FOURTH: DUTY OF COLLABORATION: THE GOGA PROJECT undertakes to:
a) Submit at the request of THE SECRETARY and/or THE UNIVERSITY all information related to the project that is required, as well as receive inspections, exhibit places or things and provide the widest collaboration for the follow-up  of its development.
b) Leave expressly established in all instruments of public communication -press releases, catalogs, videos, etc.- the participation of THE SECRETARY and THE UNIVERSITY in the culmination of the Auditorium work of the "GOGA PROJECT".-----

FIFTH: OWNERSHIP, USE AND/OR USUFRUIT OF THE AUDITORIUM: The parties agree that the execution of this Specific Agreement will be conditional on the signing of a complementary Act between THE UNIVERSITY and Mrs. Viviana Ducasa, in her capacity as attorney for the owners of the property object of the Agreement, which will be incorporated as an Annex and that will refer to everything related to the ownership, use and / usufruct of the "Auditorium" object of the Agreement, detailing rights and obligations of each of the parties, from the culmination of the work This agreement is subject to the fulfillment of the obligation assumed by Mrs. Ducasa for a period of up to ninety (90) days.----------------------- -------------------------------------------------- ------------------------------------

SIXTH: COORDINATION OF ACTIONS: In order to supervise the execution of this specific agreement and to guide and coordinate the activities derived from the application of this Agreement, Dr. María Elena TRONCOSO is designated as coordinator by "THE SECRETARY", National Director of Federal Action of the Ministry of Culture of the Presidency of the Argentine Nation.-------------------------------- ---

SEVENTH: TERM OF THE AGREEMENT: This agreement will take effect from the signing of this document and will be valid for two years------------------------- -------------------------------

EIGHTH: DISPUTES: The parties enter into this agreement in good faith and with a spirit of collaboration and will do everything in their power to resolve through conciliation or mediation all disputes that may arise in relation to its interpretation, extension or renegotiation. If the disagreement persists and for all the purposes of this agreement, the parties submit to the jurisdiction of the National Courts in the competent Federal Administrative Litigation of the City of Buenos Aires----------

In proof of conformity, (3) copies of the same tenor and to a single effect are signed, each party receiving its own, in the City of Buenos Aires, on the eighth day of October 2013-------- -------------------------------------------------- -----------------------------------------


COMMITMENT TO ASSIGN AN INDIVIDUAL PART IN CONDOMINIUM

In the Autonomous City of Buenos Aires, on December 23, 2013, between Mrs. Viviana Pilar DUCASA, DNI N”13,655,608 for herself and on behalf of her children Florencia ROTHSCHILD, DNI N° 32,783,570 and Paul ROTHSCHILD,
DNI No. 31,008,751, all with address at Calle Humahuaca No. 4155, in the Autonomous City of Buenos Aires, hereinafter called "THE ASSIGNOR" and the National University of Río Negro, represented by the Rector Juan Carlos Del Bello domiciled at Calle Colón 450, office 1, Viedma, Río Negro, who accredits identity with DNI No. 8,431,234, hereinafter referred to as "THE ASSIGNEE", accrediting the parties the representation invoked with the pertinent powers, it is agreed to celebrate the present COMMITMENT TO ASSIGN AN INDIVIDUAL PART IN CONDOMINIUM.
BACKGROUND: This contract is a consequence of the Framework Agreement signed between the Ministry of Culture of the Presidency of the Nation and the National University of Río Negro dated October 8, 2013; and the Specific Agreement between the National University of Río Negro, the Ministry of Culture of the Presidency of the Nation and the GOGA Cultural Project. By this last Agreement, the SECRETARY and the UNIVERSITY agreed to join efforts in order to provide financial and technical assistance for the completion of the "Auditorium" belonging to the GOGA PROJECT. The SECRETARIAT promised to fully finance the completion work of the "Auditorium" of the GOGA PROJECT, and the UNIVERSITY, for the purposes of carrying out the work, committed within sixty (60) days from the date of the agreement (October 8, 2013) to submit to the SECRETARIAT the Computation and Final Budget of the work to be carried out, the Technical Specifications Sheet and Complementary Plans, necessary for the completion of the Bid Sheet corresponding to the completion stage of the aforementioned work . That after awarding the work in accordance with the rigorous bidding procedure, the SECRETARY undertook to transfer the amount resulting from the public bidding carried out, with the price redeterminations that may correspond, within the terms established by the investment schedule of the UNIVERSITY. That once the architectural project of the UNIVERSITY has been approved, the investment schedule must be developed in stages that will be incorporated into the Specific Agreement through Acts that must be approved by the Secretary of Culture of the Nation for its transfer. That the GOGA PROJECT agrees to the duty of collaboration regarding the requirements of the SECRETARY and/or the UNIVERSITY. And, in particular, the parties agreed that the execution of the Specific Agreement would be conditional on the signing of a Complementary Act between the UNIVERSITY and Mrs. Viviana Pilar DUCASA,
by itself and in its capacity as proxy for the owners of the property object of the  Agreement, which will be incorporated as an Annex and which refers to everything concerning the ownership, use and/or usufruct of the "Auditorium object of the Agreement”, detailing the rights and obligations of each of the parties and the completion of the work, subjecting the Specific Agreement to the realization of the obligation assumed by Mrs. Viviana Pilar DUCASA for a period of up to ninety (90) days.
That by virtue of the background information, and especially the fulfillment of the obligation assumed by Mrs. Viviana Pilar DUCASA, this ASSIGNMENT COMMITMENT OF AN INDIVIDED CONDOMINIUM PARTY is signed, subject to the following clauses:
FIRST: The ASSIGNOR undertakes to assign to the ASSIGNEE one third (1/3) undivided of the property it owns over the property located on Subida Juan de Marquéz street and National Route No. 40, El Bolsón, Province of Río Negro, in condominium with her children Florencia ROTHSCHILD, and Pablo ROTHSCHILD, which will be calculated proportionally to each of the undivided parties, leaving two thirds (2/3) of the property under the ownership of the ASSIGNOR.
SECOND: The ASSIGNEE increases the obligation to complete the work of the "Auditorium" belonging to the GOGA PROJECT. This obligation in charge of the ASSIGNEE is conditioned to the effective entry of funds from the Ministry of Culture of the Presidency of the Nation, which is responsible for the full financing of the work, including expenses for taxes, fees, legal stamps and deed costs, in full accordance with the provisions of the SECOND and THIRD clauses of the SPECIFIC AGREEMENT signed on 10/8/13 between the University of Río Negro, the Ministry of Culture of the Presidency of the Nation and the GOGA Cultural Project.
THIRD: The ASSIGNOR will facilitate entry to the property and authorize the necessary works to complete the project in accordance with the previous clause, granting free access to what is already built for the purpose of its completion.
FOURTH: The transfer deed of ownership will be granted within thirty (30) business days of having been granted the certificate de  "End of Work", by the technical inspection that the ASSIGNEE determines and with the total agreement of the ASSIGNOR.
FIFTH: If for any circumstance beyond the ASSIGNEE the work is not completed in its entirety, the transfer deed of ownership will be granted for a percentage equivalent to the proportion of the money effectively disbursed up to the time the work is halted.
SIXTH: In the event that the ASSIGNEE does not comply with whoever is the winner of the Public Tender that will be carried out for the completion of the work, it is established that the ASSIGNEE will have nothing to claim from the ASSIGNOR party and will not be able to enforce rights of retention on the work or goods that are in the property.
SEVENTH: The ASSIGNOR may not dispose of the property that is the subject of this Agreement during the term of this Agreement without the prior authorization of the ASSIGNEE. If the sale is authorized, the ASSIGNEE will have a privileged purchase option
EIGHTH: In view of the characteristics and modalities of the Framework and Specific Agreements and complementary Acts, which serve as Background, and which hereby form a single body, the parties expressly agree that compliance with this commitment is totally subordinated to effective compliance. and opportune of all the obligations assumed by the UNIVERSITY and the SECRETARIAT OF CULTURE OF THE NATION.
NINTH: The ASSIGNOR makes this assignment with perfect titles, free of all encumbrances and occupants, with taxes and fees paid up to the day of the execution of the deed, also guaranteeing the ASSIGNEE for eviction and sanitation of the asset object of the ASSIGNMENT.
TENTH: In response to the modality and characteristics of compliance with the obligations expressed in the Agreements mentioned in the Background with respect to all parties, a CONTROL AND MONITORING COMMITTEE is formed, made up of four members, two representing the ASSIGNOR and two in representation of the ASSIGNEE, who will be in charge of the control and monitoring of the
Fulfillment of the obligations assumed by the parties. On the ASSIGNOR party, Dr. Carlos Alberto TOFFOLI, DNI No. 17,080,004 and Dr. Alberto José AZUBEL, DNI No. 4,406,125, both domiciled at Calle Tucumán 1567. 8th floor "45", are appointed. CABA. The Dñdor is designated by the ASSIGNEE. Hernán Gustavo ANDRADE, DNI No. 23,234,277 and Dr. Jorge César Pío PAOLINELLI, DNI No. 11,492,910, both residing at Calle Miter 630, San Carlos de Bariloche, Province of Río Negro (Vice Rectorate Andean Headquarters UNRN)
Through this Commission, the parties undertake to analyze the possibility of establishing a company for the exploitation of the common property.
ELEVENTH: The parties, through their representatives in the CONTROL AND MONITORING COMMISSION, undertake to agree on a first Regulation for the use of the property and its various spaces, as well as the details that are necessary for the normal operation of the facilities. It is established that said first Regulation must respect the following basic criteria; a) Equitable distribution of the use of the Auditorium; b) Shared operation of the establishment's bar; c) Shared obligation of everything related to the conservation, care and safety of the facilities; d) Mutual respect for the modality of organization of activities of each party according to their specific objectives. Subsequently, after the transfer, the parties agree to agree on a Regulation of co-ownership.
TWELFTH: For the first Regulation of use, the ASSIGNOR accepts the non-onerous use by the ASSIGNEE of the Auditorium for the study of subjects that require projections outside the room's business hours, for the programming of internal film cycles for students and teachers, for the INCCA Room functions of a subject where the students participate in all the activities related to the cinematographic exhibition, for Audiovisual Festivals organized by the UNRN and, eventually, for the installation of a TV studio and its equipment.
THIRTEENTH: The amount of the tax stamp of this contract will be borne by the contracting parties in equal parts.
FOURTEENTH: For the purposes of any judicial or extrajudicial matter inherent to the fulfillment of this assignment commitment, the jurisdiction of the Federal Court based in Viedma is established, excluding any other jurisdiction, for which the following legal domiciles are established: the ASSIGNOR Tucumán 1567, 8th floor "45" CABA and the ASSIGNEE at Belgrano 526, Viedma, Province of Río Negro (Rector's Office of the UNRN)
In proof of conformity, two copies of the same tenor and for a single purpose will be signed, in the Autonomous City of Buenos Aires, on December 23, 2013.