JOINT-VENTURE AGREEMENT

In London, on August 1st, 2015.BETWEEN

OF THE ONE PART, MR. [],holding passport number [], with address at [ ];

AND

OF THE OTHER PART, MR. NELIO FREIRE LUCAS, of age, a Portuguese national, holding passport number N530530, with address at The Villa, Courtenay Avenue, N6 4LR (London).

ACTING

MR. [], in his own name and behalf (the “INVESTOR”).

MR. NELIO FREIRE LUCAS, in name and on behalf of the company Vela Management Limited (hereinafter “Vela”), with corporate address at 40, Villa Fairholme, Sir Augustus Bartolo Street, XBX1095TAXBIEX (Malta), C52203, VAT MT 2027 9009 (the “MANAGER”).

The parties acknowledge each other’s capacity for this act, acting as stated above,

DECLARE

I.- The MANAGER is a company that, within other activities, financially assists football clubs to have access to emerging football talents. The MANAGER also has extraordinary experience in generating value for footballers, as well as in negotiating and managing transfer operations of football players between clubs, having developed a worldwide network of collaborators and agents with a proven professional history and expertise in transfer operations of this kind.

II.- The INVESTOR is willing to invest certain amount in the Economic Rights of a football talent and has approached the MANAGER to request his participation and assistance in such investment, as well as his professional collaboration to optimize the transfer of the player invested in by both parties.

III.- Taking the above into consideration, the INVESTOR and the MANAGER have agreed to conclude this Joint-Venture Agreement (the “Agreement”) under the following

CLAUSES

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ONE.- OBJECT OF THE PRESENTE AGREEMENT.

1.1. The object of the present agreement is the participation by the INVESTOR and the MANAGER in the economic rights of the football player Giannelli Imbula (the “Player”) in accordance with the terms and conditions stipulated in the present Agreement.

TWO.- TERMS AND CONDITIONS FOR THE PARTICIPATION IN THE ECONOMIC RIGHTS OF THE PLAYER

2.1. As specifically agreed between the two parties, the terms and conditions for their participation in the economic rights of the Player are the following:

a) The MANAGER shall negotiate with FC PORTO, the club currently owning the 100% of both the federative and economic rights of the Player, the acquisition of 50% of said Economic Rights for a price not exceeding ten million euros (10.000.000 €).

b) The MANAGER will be free to decide the structure of the deal, the nature of the contract with FC PORTO for the above acquisition, as well as its terms and conditions, provided that the MANAGER will keep the INVESTOR duly informed of the negotiations carried with FC PORTO.

The MANAGER, prior to entering into the contract for the acquisition of the 50% of the economic rights of the Player with FC PORTO, shall inform the INVESTOR of the definitive structure and nature of the deal and obtain his approval to the final draft of the contract with FC PORTO that shall be entered by the MANAGER on a on a vis a vis basis with said club.

The contract entered by the MANAGER with FC PORTO will formed part of the present Agreement and be attached as schedule 1.

c) From its part, the INVESTOR shall transfer to the bank account of the MANAGER, a contribution of five million euros (5.000.000 €), that will be used by the MANAGER solely for the transaction with FC PORTO regarding the Player, together with the amount of [] that will be contributed by the MANAGER.

Once such contributions has been used, the MANAGER will report the INVESTOR the details and destination of the funds.

The INVESTOR shall transfer the referred amount within three (3) days from the date of signature of the present Agreement to the following bank account: []

d) The MANAGER shall be the exclusive and solely party dealing and managing the business and the day by day contractual relation with FC PORTO, without prejudice to the MANAGER keeping the INVESTOR duly informed of any relevant incidence.

e) The receivables resulting from the realization of the economic rights of the Player , shall correspond to the following parties: FC PORTO, 50%, MANAGER, 25% and INVESTOR, 25%

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Without prejudice to the aforesaid, any benefits, earning, gains, dividends or receivables arising from the contract with FC PORTO, will be managed and conducted directly through the MANAGER. Coherently, the MANAGER shall be vested with the faculties of a collection manager of any and all receivables arising from the contract with FC PORTO that, prior discounting of a [] % as management fee, shall then distribute any remaining amount with the INVESTOR on a 50% basis.

In accordance with the stakes agreed above the benefits, earning, gains, dividends or receivables arising from the contract with FC PORTO will be shared between the two parties on a fifty percent (50%) basis. Coherently, any expenses and debts incurred by the MANAGER (excluding the management fee agreed above), prior approval by the INVESTOR not to be unreasonable withheld, will be also distributed between the parties on a fifty percent (50%) basis

f) The parties have agreed to take all the decisions affecting or implicating the economic rights of the Player and the contract with FC PORTO by mutual consensus; without prejudice to such spirit, in case of discrepancy between the two parties as specifically agreed, the decision/s of the MANAGER shall prevail.

g) The INVESTOR shall not be entitled to assign its position in the present Agreement to any third party without the prior approval from the MANAGER , not to be unreasonable withheld.

Without prejudice, to the above, in case the MANAGER approves the assignment of the INVESTOR position in the present Agreement, the MANAGER is hereby vested with a right of first refusal to acquire said position on the same terms and conditions as would be offered to third parties. In such circumstances the INVESTOR shall notify and forward a copy of the proposition received to MANAGER, who shall then have seven (7) days to decide whether or not it wishes to exercise its right of first refusal. If the MANAGER does not respond within said term, the INVESTOR may assign its position in the present Agreement.

THREE.- TAX EFFICICENCY

3.1. As agreed by the parties, the business relation between the INVESTOR and the MANAGER will be conducted and organize as to produce the best tax efficient treatment to the benefits, earning, gains, dividends or receivables corresponding to each party from the contract with FC PORTO.

3.2. Coherently with the above, the repatriation of benefits, earning, gains, dividends or receivables corresponding to each of the parties from the contract with FC PORTO will be achieved as to produce the best tax efficient treatment for each of the parties.

FOUR.- TERM AND TERMINATION

4.1. The present Agreement shall enter into force in the date of its signature and will be in force until termination of the contract entered by the MANAGER with FC PORTO.

FIVE.- NOTICES

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5.1. All notices to be given under this Agreement shall be in writing in English and shall be served by hand or sent by pre-paid registered post, pre-paid international recorded air-mail, email or facsimile to the intended recipient at the address set out below or such other address as the parties may notify to the others for this purpose from time to time.

MANAGER:SENN FERRERO ASOCIADOS SPORTS & ENTERTAINMENTPlaza de la Lealtad 3, planta 5Madrid 28014 For the Attention of: Mr. Nelio LucasF: +34 91 701 00 30E: sf@sennferreo.com

INVESTOR[]

5.2. Any such notice shall be deemed given, in the case of hand delivery, at the time when the same is left at the addressee’s address or, in the case of pre-paid registered post, three (3) calendar days after posting or, in the case of prepaid international recorded airmail if sent internationally, seven (7) calendar days after posting or, in the case of email or facsimile on the business day (being any day which is not a Saturday, a Sunday or a public holiday in the jurisdiction of the addressee’s address set out in clause 7.1) immediately following the date of its despatch (provided that the email or facsimile has been duly transmitted without error to the addressee’s email address or facsimile number).

SIX.- SEVERABILITY. PROFESSIONAL ASSISTANCE

6.1. If any term or provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law by any court or authority of competent jurisdiction, such term or provision or part shall be substituted by any other agreement admissible by law to the maximum extent as to respect the spirit of the substituted clause and the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

6.2. The Parties hereby declare that have mutually received economic, financial, tax and legal assistance during the negotiation of the present Agreement and for its signature.

SEVEN.- CONFIDENTIALITY

7.1. During and after the term, the parties must not without the express written consent of the other party (unless required or permitted to do so by law (protected in doing so by a legal right of protected disclosure), relevant rules or regulations or regulatory authority:

a) use any of any other party’s Confidential Information for any purposes other than that agreed; or

b) disclose any of the other parties’ Confidential Information to any person (other than to their respective professional advisors to whom disclosure is reasonably required to be made for the purposes of this agreement).

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7.2. The parties must ensure that they keep all Confidential Information which they obtain or otherwise receive in connection with this agreement or the provision of the agency/representation services safely and effectively protected against improper disclosure or use. The parties must also use their reasonable endeavours to prevent improper disclosure or use of such Confidential Information by third parties.

7.3 For the purposes of this agreement “Confidential Information” includes, without limitation, lists of actual or potential clients, customers and suppliers; details of relationships or arrangements with or knowledge of the requirements of actual or potential clients, customers and suppliers; details of a party’s business methods, finances, prices or pricing strategy, marketing or development plans or strategies; any information relating to the MANAGER or any related party, which a party reasonably considers to be confidential and the existence and terms of this Agreement.

EIGHT.- ENTIRE AGREEMENT

8.1 This Agreement sets out the entire agreement between the parties hereto, and in relation to those matters set out herein, supersedes all prior discussions statements representations and undertakings between them and their advisors.

8.2. Any valid alteration to or variation of this agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer.

NINE.- SURVIVAL OF RIGHTS, DUTIES AND OBLIGATIONS. FURTHER ASSURANCES

9.1 Expiry or termination of this Agreement shall not release the parties from any liability or right of action or claim which at the time of such expiry or termination has already accrued or may accrue to a party in respect of any act or omission prior to such expiry or termination.

9.2. Expiry or termination of this Agreement shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

9.3 The parties shall at the requesting party’s reasonable expense do and execute all such further acts and things as are reasonably required to give full effect to the rights given under and the transactions contemplated by this Agreement.

TEN GOVERNING LAW AND JURISDICTION

10.1. The parties, expressly waiving any right to any other applicable legislation or jurisdiction, expressly submit any dispute between them or arising from this agreement, to the Court of Arbitration for Sports (“CAS”) in Lausanne, Switzerland, to be decided by a panel of three (3) arbitrators in accordance with its rules. The arbitration will be conducted in English.

12.2. The present Agreement is subject to the laws of Switzerland.

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SIGNATURES

SIGNED by ____________________ Date: ____________________

SIGNED by ____________________ Date: ____________________

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SCHEDULE 1CONTRACT WITH FC PORTO

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