REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement ("Agreement"),
dated September42, 2014, is made by and between OXFORD CITY FOOTBALL CLUB, INC., a Florida corporation ("Company"),
and TARPON BAY PARTNERS LLC, a Florida limited liability company (the "Investor").


 


RECITALS


 


WHEREAS, upon the terms and subject to the
conditions of the Equity Purchase Agreement ("Purchase Agreement"), between the Investor and the Company, the Company
has agreed to issue and sell to the Investor shares (the "Put Shares") of its common stock, $0.0001 par value per share
(the "Common Stock") from time to time for an aggregate investment price of up to Fifteen Million Dollars ($15,000,000)
(the "Registered Securities"); and


 


WHEREAS, to induce the Investor to execute
and deliver the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the "Securities Act"),
and applicable state securities laws with respect to the Registered Securities;


 


NOW, THEREFORE, in consideration of the premises
and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Investor hereby agree as follows:


 


1.Definitions.


 


(a)As used in this
Agreement, the following terms shall have the following meaning:


 


(i)                   
"Subscription Date" means the date of this Agreement.


 


(ii)                 
"Investor" has the meaning set forth in the preamble to this Agreement.


 


(iii)                
"Register," "registered" and "registration" refer to a registration
effected by preparing and filing a Registration Statement or Statements in compliance with the Securities Act and pursuant to Rule
415 under the Securities Act or any successor rule providing for offering securities on a delayed or continuous basis ("Rule
415"), and the declaration or ordering of effectiveness of such Registration Statement by the United States Securities and
Exchange Commission (the "SEC").


 


(iv)                
"Registered Securities" will have the same meaning as set forth in the Purchase
Agreement.


 


(v)                 
"Registration Statement" means the Company's registration statement on Form S- I,
or any similar registration statement of the Company filed with SEC under the Securities Act with respect to the Registered Securities.


 


(vi)                
"EDGAR" means the SEC's Electronic Data Gathering, Analysis and Retrieval System.


 


(vii)              
"Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar
federal statute, and the rules and regulations of the SEC thereunder, all as the same will then be in effect.


 


(b)                
Capitalized terms used herein and not otherwise defined herein shall have the respective meanings
set forth in the Purchase Agreement.


 


2.[RESERVED]


 


3.Obligation of the Company. In connection
with the registration of the Registered Securities, the Company shall do each of the following:


 


(a)                
Prepare promptly and file with the SEC within one hundred twenty (120) days after the date
hereof, a Registration Statement with respect to not less than the maximum allowable under Rule 415 of Registered Securities, and
thereafter use all commercially reasonable efforts to cause such Registration Statement relating to the Registered Securities to
become effective within five (5) business days after notice from the Securities and Exchange Commission that such Registration
Statement may be declared effective, and keep the Registration Statement effective at all times prior to the termination of the
Purchase Agreement until the earliest of (i) the date that is three months after the completion of the last Closing Date under
the Purchase Agreement, (ii) the date when the Investor may sell all Registered Securities under Rule 144 without volume limitations,
or (iii) the date the Investor no longer owns any of the Registered Securities (collectively, the "Registration Period"),
which Registration Statement (including any amendments or supplements, thereto and prospectuses contained therein) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading;


 



    	 



    	 



    

 





(b)                
Prepare and file with the SEC such amendments (including post-effective amendments) and supplements
to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep
the Registration Statement effective at all times during the Registration Period, and to comply with the provisions of the Securities
Act with respect to the disposition of all Registered Securities of the Company covered by the Registration Statement until the
expiration of the Registration Period.




 





(c)                
With respect to the Registered Securities, permit counsel designated by Investor to review
the Registration Statement and all amendments and supplements thereto a reasonable period of time (but not less than two (2) business
days) prior to their filing with the SEC, and not file any document in a form to which such counsel reasonably objects.


 


(d)                
As promptly as practicable after becoming aware of the following facts, the Company shall
notify Investor and Investor's legal counsel identified to the Company and (if requested by any such person) confirm such notice
in writing no later than one (1) business day thereafter (i): (A) when a prospectus or any prospectus supplement or post-effective
amendment to the Registration Statement is filed; (B) with respect to the Registration Statement or any post effective amendment,
when the same has become effective; (ii) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration
Statement covering any or all of the Registered Securities or the initiation of any proceedings for that purpose; and (iii) of
the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registered Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.


 


(e)                
Unless available to the Investor without charge through EDGAR, the SEC's website or the Company's
website, furnish to Investor, promptly after the same is prepared and publicly distributed, filed with the SEC, or received by
the Company, one (1) copy of the Registration Statement, each preliminary prospectus and the prospectus, and each amendment or
supplement thereto;


 


(f)                 
Use all commercially reasonable efforts to (i) register and/or qualify the Registered Securities
covered by the Registration Statement under such other securities or blue sky laws of such jurisdictions as the Investor may reasonably
request and in which significant volumes of shares of Common Stock are traded, (ii) prepare and file in those jurisdictions such
amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof at all times during the Registration Period, (iii) take such other actions as may be necessary
to maintain such registrations and qualification in effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registered Securities for sale in such jurisdictions: provided,
however, that the Company shall not be required in connection therewith or as a condition thereto to (A) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(f), (B) subject itself to general
taxation in any such jurisdiction, (C) file a general consent to service of process in any such jurisdiction, (D) provide any undertakings
that cause more than nominal expense or burden to the Company or (E) make any change in its charter or by-laws or any then existing
contracts, which in each case the Board of Directors of the Company determines to be contrary to the best interests of the Company
and its stockholders;


(g)                
As promptly as practicable after becoming aware of such event, notify the Investor of the
happening of any event of which the Company has knowledge, as a result of which the prospectus included in the Registration Statement,
as then in effect, includes any untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ("Registration
Default"), and promptly prepare a supplement or amendment to the Registration Statement or other appropriate filing with the
SEC to correct such untrue statement or omission, and take any other commercially reasonable steps to cure the Registration Default,
and, unless available to the Investor without charge through EDGAR, the SEC's website or the Company's website, deliver a number
of copies of such supplement or amendment to the Investor as the Investor may reasonably request.


 


(h)                
[INTENTIONALLY OMITTED];


 


(i)                  
Use its commercially reasonable efforts, if eligible, either to (i) cause all the Registered
Securities covered by the Registration Statement to be listed on a national securities exchange and on each additional national
securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing
of such Registered Securities is then permitted under the rules of such exchange, or (ii) secure designation of all the Registered
Securities covered by the Registration Statement as a National Association of Securities Dealers Automated Quotations System ("Nasdaq")
security within the meaning of Rule 1!Aa2-1 of the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the quotation of the Registered Securities on the Nasdaq Capital Market; or if, despite the Company's commercially
reasonable efforts to satisfy the preceding clause (i) or (ii), the Company is unsuccessful in doing so, to use its commercially
reasonable efforts to secure authorization of the Financial Industry Regulatory Authority ("FINRA") and quotation for
such Registered Securities on the over-the-counter bulletin board and, without limiting the generality of the foregoing;


 


(j)                 
Provide a transfer agent for the Registered Securities not later than the Subscription Date
under the Purchase Agreement;


 


(k)                
Cooperate with the Investor to facilitate the timely preparation and delivery of certificates
for the Registered Securities to be offered pursuant to the Registration Statement and enable such certificates for the Registered
Securities to be in such denominations or amounts as the case may be, as the Investor may reasonably request and registration in
such names as the Investor may request; and, within five (5) business days after a Registration Statement which includes Registered
Securities is ordered effective by the SEC, the Company shall deliver, and shall cause legal counsel selected by the Company to
deliver, to the transfer agent for the Registered Securities (with copies to the Investor) an appropriate instruction and opinion
of such counsel, if so required by the Company's transfer agent; and


 


(l)                  
Take all other commercially reasonable actions necessary to expedite and facilitate distribution
to the Investor of the Registered Securities pursuant to the Registration Statement.


 



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4.                   
Obligations of the Investor. In connection with the
registration of the Registered Securities, the Investor shall have the following obligations;


 


(a)                
It shall be a condition precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registered Securities of the Investor that the Investor shall timely furnish to
the Company such information regarding itself, the Registered Securities held by it, and the intended method of disposition of
the Registered Securities held by it, as shall be reasonably required to effect the registration of such Registered Securities
and shall timely execute such documents in connection with such registration as the Company may reasonably request.


 


(b)                
The Investor by such Investor's acceptance of the Registered Securities agrees to cooperate
with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement
hereunder; and


  





(c)                
The Investor agrees that, upon receipt of any notice from the Company of the happening of
any event of the kind described in Section 3(d)(ii) or (iii) or 3(g) above, the Investor will immediately discontinue disposition
of Registered Securities pursuant to the Registration Statement covering such Registered Securities until the Investor receives
the copies of the supplemented or amended prospectus contemplated by Section 3(d)(ii) or (iii) or 3(g) and, if so directed by the
Company, the Investor shall deliver to the Company (at the expense of the Company) or destroy (and deliver to the Company a certificate
of destruction) all copies in the Investor's possession, of the prospectus covering such Registered Securities current at the time
of receipt of such notice.


 


5.                   
Expenses of Registration. All reasonable expenses
incurred in connection with registrations, filings or qualifications pursuant to Section 3, including, without limitation, all
registration, listing, and qualifications fees, printers and accounting fees, the fees and disbursements of counsel for the Company
shall be borne by the Company.


 


6.                  
Indemnification. After Registered Securities are
included in a Registration Statement under this Agreement:


 


(a)                 
To the extent permitted by law, the Company will indemnify and hold harmless, the Investor,
the directors, if any, of such Investor, the officers, if any, of such Investor, each person, if any, who controls the Investor
within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Person"), against any losses, claims,
damages, liabilities or expenses (joint or several) incurred (collectively, "Claims") to which any of them may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any post-effective amendment thereof or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue
statement or alleged untrue statement of a material fact contained in any preliminary prospectus or contained in the final prospectus
(as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or
alleged omission to state therein any material fact necessary to make the statements made therein, in the light of the circumstances
under which the statements therein were made, not misleading or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state securities law or any rule or regulation under the Securities Act, the Exchange Act
or any state securities law (the matters in the foregoing clauses (i) through (iii) being collectively referred to as "Violations").
Subject to Section 6(b) hereof, the Company shall reimburse the Investor, promptly as such expenses are incurred and are due and
payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending
any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section
6(a) shall not (i) apply to any Claims arising out of or based upon a Violation which occurs in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of any Indemnified Person expressly for use in connection
with the preparation of the Registration Statement or any such amendment thereof or supplement thereto, if such prospectus was
timely made available by the Company pursuant to Section 3(b) hereof; (ii) with respect to any preliminary prospectus, inure to
the benefit of any such person from whom the person asserting any such Claim purchased the Registered Securities that are the subject
thereof (or to the benefit of any person controlling such person) if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected in the prospectus, as then amended or supplemented, if such prospectus was timely made
available by the Company pursuant to Section 3(b) hereof; (iii) be available to the extent such Claim is based on a failure of
the Investor to deliver or cause to be delivered the prospectus made available by the Company; or (iv) apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not
be unreasonably withheld. The Investor will indemnify the Company, its officers, directors and agents (including legal counsel)
against any claims arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished
in writing to the Company, by or on behalf of the Investor, expressly for use in connection with the preparation of the Registration
Statement, subject to such limitations and conditions set forth in the previous sentence.


 


(b)                 
Promptly after receipt by an Indemnified Person under this Section 6 of notice of the commencement
of any action (including any governmental action), such Indemnified Person shall, if a Claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof and
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with
any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party and the Indemnified Person, as the case may be; provided, however, that an Indemnified Person shall have
the right to retain its own counsel with the reasonable fees and expenses to be paid by the indemnifying party, if, in the reasonable
opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person and the indemnifying
party would be inappropriate due to actual or potential differing interests between such Indemnified Person and any other party
represented by such counsel in such proceeding. In such event, the Company shall pay for only one separate legal counsel for the
Investor selected by the Investor. The failure to deliver written notice to the indemnifying party within a reasonable time of
the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person under
this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action. The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as such expense, loss, damage or liability is incurred and is due and payable.


 



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7.                   
Contribution. To the extent any indemnification by
an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided,
however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification
under the fault standards set forth in Section 6; (b) no seller of Registered Securities guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registered Securities
who was not guilty of such fraudulent misrepresentation; and (c) contribution by any seller of Registered Securities shall be limited
in amount to the net amount of proceeds received by such seller from the sale of such Registered Securities.·


  





8.                   
Reports under Exchange Act. With a view to making
available to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation
of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule
144"), the Company agrees to use its commercially reasonable efforts to:


 


(a)                 
make and keep public information available, as those terms are understood and defined
in Rule 144;


 


(b)                 
file with the SEC in a timely manner all reports and other documents required of the Company
under the Securities Act for so long as the Company remains subject to such requirements, and the filing of such reports is required
for sales under Rule 144;


 




 


(c)                  
furnish to the Investor so long as the Investor owns Registered Securities, promptly upon
request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities
Act and the Exchange Act, (ii) unless available to the Investor without charge through EDGAR, the SEC's website or the Company's
website, a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the
Company, and (iii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant
to Rule 144 without registration; and


 


(d)                 
at the request of any Investor of Registered Securities, give its Transfer Agent instructions
(supported by an opinion of Company counsel, if required or requested by the Transfer Agent) to the effect that, upon the Transfer
Agent's receipt from such Investor of:


 


(i) a certificate (a "Rule 144 Certificate")
certifying (A) that such Investor has held the shares of Registered Securities which the Investor proposes to sell (the "Securities
Being Sold") for a period of not less than (6) months and (B) as to such other matters as may be appropriate in accordance
with Rule 144 under the Securities Act, and


 


(ii) an opinion of counsel acceptable to
the Company (for which purposes it is agreed that the initial Investor's counsel shall be deemed acceptable if such opinion is
not given by Company counsel) that, based on the Rule I44 Certificate, Securities Being Sold may be sold pursuant to the provisions
of Rule 144, even in the absence of an effective Registration Statement,


 


the Transfer Agent is to effect the transfer
of the Securities Being Sold and issue to the buyer(s) or transferee(s) thereof one or more stock certificates representing the
transferred Securities Being Sold without any restrictive legend and without recording any restrictions on the transferability
of such shares on the Transfer Agent's books and records (except to the extent any such legend or restriction results from facts
other than the identity of the Investor, as the seller or transferor thereof, or the status, including any relevant legends or
restrictions, of the shares of the Securities Being Sold while held by the Investor). If the Transfer Agent requires any additional
documentation at the time of the transfer, the Company shall deliver or cause to be delivered all such reasonable additional documentation
as may be necessary to effectuate the issuance of an unlegended certificate.


 


9.                   
Miscellaneous.


 


(a)                 
Registered Owners. A person or entity is deemed to
be a holder of Registered Securities whenever such person or entity owns of record such Registered Securities. If the Company receives
conflicting instructions, notices or elections from two or more persons or entities with respect to the same Registered Securities,
the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registered
Securities.


 


(b)                 
Rights Cumulative; Waivers. The rights of each of
the parties under this Agreement are cumulative. The rights of each of the parties hereunder shall not be capable of being waived
or varied other than by an express waiver or variation in writing. Any failure to exercise or any delay in exercising any of such
rights shall not operate as a waiver or variation of that or any other such right. Any defective or partial exercise of any of
such rights shall not preclude any other or further exercise of that or any other such right. No act or course of conduct or negotiation
on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any
variation of any such right.


 


(c)                  
Benefit; Successors Bound. This Agreement and the
terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their successors.


 



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(d)                 
Entire Agreement. This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof. There are no promises, agreements, conditions, undertakings,
understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to this
Agreement or the matters described in this Agreement, except as set forth in this Agreement and in the other documentation relating
to the transactions contemplated by this Agreement. Any such negotiations, promises, or understandings shall not be used to interpret
or constitute this Agreement.


 


(e)                  
Amendment. Any provision of this Agreement may be
amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and Investor. Any amendment or waiver affected in accordance with this Section 9 shall
be binding upon the Company.


 


(f)                 
Severability. Each part of this Agreement is intended
to be severable. In the event that any provision of this Agreement is found by any court or other authority of competent jurisdiction
to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and
as so severed or modified, this Agreement shall continue in full force and effect.


 


(g)                
Notices. Notices required or permitted to be given
hereunder shall be in writing and shall be deemed to be sufficiently given when personally delivered (by hand, by courier, by telephone
line facsimile transmission, receipt confirmed, email or other means) or sent by certified mail, return receipt requested, properly
addressed and with proper postage pre-paid (i) if to the Company, at its executive office and (ii) ifto the Investor, at the address
set forth under its name in the Purchase Agreement, with a copy to its designated attorney, or at such other address as each such
party furnishes by notice given in accordance with this Section 9(g), and shall be effective, when personally delivered, upon receipt
and, when so sent by certified mail, five (5) business days after deposit with the United States Postal Service.


 


(h)                
Governing Law. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of New York without regard to the principles of conflicts of law. Each
of the Company and Investor hereby submit to the exclusive jurisdiction of the United States Federal and state courts located in
New York County, New York with respect to any dispute arising under this Agreement, the agreements entered into in connection herewith
or the transactions contemplated hereby or thereby.


 







(i)                 
Consents. The person signing this Agreement on behalf
of each party hereby represents and warrants that he has the, necessary power, consent and authority to execute and deliver this
Agreement on behalf of that party.


 


(j)                 
Further Assurances. In addition to the instrun1ents
and documents to be made, executed and delivered pursuant to this Agreement, the parties hereto agree to make, execute and deliver
or cause to be made, executed and delivered, to the requesting party such other instruments and to take such other actions as the
requesting party may reasonably require to carry out the terms of this Agreement and the transactions contemplated hereby.


 


(k)                
Section Headings. The Section headings in this Agreement
are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 


(l)                 
Construction. Unless the context otherwise requires,
when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular,
and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.


 


(m)              
Execution in Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same
agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by email of a .pdf or telephone
line facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement. A facsimile
transmission or email of a .pdf of this signed Agreement shall be legal and binding on all parties hereto.


 


[SIGNATURES ON FOLLOWING PAGE]


 




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[SIGNATURE PAGE]


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the day
and year first above written.


 


COMPANY:


 


OXFORD CITY FOOTBALL CLUB, INC.


 


By: /s/ Thomas Guerriero


Name: Thomas Guerriero


Title: CEO/ President


 


INVESTOR:


 


TARPON BAY PARTNERS LLC


 


By: /s/ Stephen Hicks


Name: Stephen Hicks


Title: Manager


 








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