EQUITY
PURCHASE AGREEMENT 


 


BY AND
BETWEEN


 


OXFORD
CITY FOOTBALL CLUB, INC. 


 


AND


TARPON
BAY PARTNERS LLC


 


Dated


 


September
23, 2014


 




    	 



    	 



    

 


THIS EQUITY PURCHASE AGREEMENT entered into
as of the 23 day of September, 2014 (this "AGREEMENT"), by and between TARPON BAY PARTNERS LLC, a Florida limited
liability company ("INVESTOR"), and OXFORD CITY FOOTBALL CLUB, INC., a Florida corporation (the "COMPANY").


 


WHEREAS, the parties desire
that, upon the terms and subject to the conditions contained herein, the Company shall issue and se11 to Investor, from time to
time as provided herein, and Investor shall purchase up to Fifteen Million Dollars ($15,000,000) of the Company's Common Stock
(as defined below); and


 


NOW, THEREFORE, the parties hereto agree as
follows:


 


ARTICLE I


CERTAIN DEFINITIONS


 


Section 1.1DEFINED
TERMS as used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to
be equally applicable to both the singular and plural forms of the terms defined)


 


"AGREEMENT''
shall have the meaning specified in the preamble hereof.


 


"BY-LAWS" shall have the meaning specified
in Section 4.7.


 


"CLAIM NOTICE" shall have the meaning
specified in Section 9.3(a).


 


"CLEARING DATE" shall be the date
in which the Estimated Put Shares (as defined in Section 2.2(a)) have been deposited into the Investor's brokerage account..


 


"CLOSING 11 shall mean one of the closings
of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 


"CLOSING CERTIFICATE" shall mean the
closing certificate of the Company in the form of Exhibit B hereto.


 


"CLOSING PRICE" shall mean the closing
bid price for the Company's common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.


 


"COMMITMENT PERIOD"
shall mean the period commencing on the Effective Date, and ending on the earlier of (i) the date on which Investor shall have
purchased Put Shares pursuant to this Agreement for an aggregate Purchase Price of the Maximum Commitment Amount, or (ii) the date
occurring twenty four (24) months from the date of commencement of the Commitment Period.


 


"COMMON STOCK"
shall mean the Company's common stock, $0.0001 par value per share, and any shares of any other class of common stock whether now
or hereafter authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon
liquidation of the Company).


 


"COMMON STOCK EQUIVALENTS"
shall mean any securities that are convertible into or exchangeable for Common Stock or any options or other rights to subscribe
for or purchase Common Stock or any such convertible or exchangeable securities.


 


"COMPANY"
shall have the meaning specified in the preamble to this Agreement.


 


"DAMAGES" shall
mean any loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys' fees and disbursements
and costs and expenses of expert witnesses and investigation).


 


"DISPUTE PERJOD" shall have the meaning
specified in Section 9.3(a).


 


"DOLLAR VOLUME" shall mean the product
of (a) the Closing Price multiplied by (b) the trading volume on the Principal Market on a Trading Day.


 


"DTC" shall have the meaning specified
in Section 2.3.


 


"DWAC" shall have the meaning specified
in Section 2.3.


 


"EFFECTIVE DATE" shall mean the date
that the Registration Statement is declared effective by the SEC.


 



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"ESTIMATED PUT SHARES" shall have
tl1e meaning specified in Section 2.2(a)


 


"EXCHANGE. ACT" shall mean the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder.


 


"FAST" shall have the meaning specified
in Section 2.3.


 


"FINRA" shall mean the Financial Industry
Regulatory Authority, Inc.


 


"FLOOR PRICE" shall have the meaning
specified in Section 2.2(c).


 


"INDEMNIFIED PARTY" shall have the meaning specified
in Section 9.3(a).


 


"INDEMNIFYING PARTY" shall have the
meaning specified in Section 9.3(a).


 


"INDEMNITY NOTICE" shall have the
meaning specified in Section 9.3(b).


 


"INVESTMENT AMOUNT"
•hall mean the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the
Company to Investor in accordance with Section 2.2.


 


"INVESTOR" shall have the me1ning
specified in the preamble to this Agreement. "LEGEND" shall have the meaning specified in Section 8.1.


 


"MARKET PRICE"
shall mean the lowest Closing Price on the Principal Market for any T1ading Day during the Valuation Period, as reported by Bloomberg
Finance L.P.


 


"MATERIAL ADVERSE
EFFECT" shall mean any effect on the business, operations, properties, or financial condition of the Company that is material
and adverse to the Company and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform its obligations under any of this Agreement.


 


"MAXIMUM COMMITMENT AMOUNT" shall
mean Fifteen Million Dollars ($15,000,000).


 


"PAR VALUE PAYMENT'' shall have the meaning
specified in Section 2.2(a).


 


"PERSON"
shall mean an individual, a corporation, a partnership, an association, a trust or other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.


 


"PRINCIPAL MARKET"
shall mean any of the national exchanges (i.e. NYSE, NYSE AMEX, Nasdaq), OTCQX, the OTC Bulletin Board, or other principal exchange
which is at the time the principal trading exchange or market for the Common Stock.


 


"PURCHASE PRICE"
shall mean 90% of tl1e Market Price on such date on which the Purchase Price is calculated in accordance with the terms and conditions
of this Agreement.


 


"PUT" shall mean
the right of the Company to require the Investor to purchase shares of Common Stock, subject to the terms and conditions of this
Agreement.


 


"PUT DATE" shall
mean any Trading Day during the Commitment Period that a·Put Notice is deemed delivered pursuant to Section 22(b).


 


"PUT NOTICE"
shall mean a written notice, substantially in the form of Exhibit A hereto, to Investor setting forth the Investment Amount with
respect to which the Company intends to 1equire Investor to purchase shares of Common Stock pursuant to the terms of this Agreement


 



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"PUT SHARES"
shall mean all shares of Common Stock issued or issuable pursuant to a Put that has been exercised or may be exercised in accordance
with the terms and conditions of this Agreement.


 


"REGISTERED SECURITIES"
shall mean the (a) Put Shares, and (b) any securities issued or issuable with respect to any of the foregoing by way of exchange,
stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization
or otherwise. As to any particular Registered Securities, once issued such securities shall cease to be Registrable Securities
when (i) a Registration Statement has been declared effective by the SEC and such Registrable Securities have been disposed of
pursuant to a Registration Statement, (ii) such Registrable Securities have been sold under circumstances under which ail of the
applicable conditions of Rule 144 are met, (ii;) such time as such Registrable Securities have been otherwise transferred to holders
who may trade such shares without restriction under the Securities Act or (iv) in the opinion of counsel to the Company, which
counsel shall be reasonably acceptable to Investor, such Registrable Securities may be sold without registration under the Securities
Act or the need for an exemption from any such registration requirements and without any time, volume or n:anner limitations pursuant
to Rule 144(b)(i) (or any similar provision then in effect) under the Securities Act.


 


"REGISTRATION STATEMENT"
shall mean the Company's effective registration statement on file with the SEC, and any follow up registration statement or amendment
thereto.


 


"REGULATION D" shall mean Regulation
D promulgated under the Securities Act.


 


"RULE 144" shall mean Rule 144 under
the Securities Act or any similar provision then in force under the Securities Act.


 


"SEC" shall mean the Securities and
Exchange Commission.


 


"SECURITIES ACT" shall have the meaning
specified in the recitals of this Agreement.


 


"SEC DOCUMENTS"
shall mean, as of a particular date, all reports and other documents filed by the Company pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the Company's then most recently completed and reported fiscal year as of the time in question
(provided that if the date in question is within ninety days of the beginning of the Company's fiscal year, the term shall include
all documents filed since the beginning of the preceding fiscal year).


 


"SHORT SALES"
shall mean all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed
to include the location and/or reservation of borrowable shares of Common Stock).


 


"SUBSCRIPTION DA1E" shall mean the
date on which this Agreement is executed and delivered by the Company and Investor.


 


"THIRD PARTY CLAIM" shall have the
meaning specified in Section 9.3(a).


 


"TRADING DAY'' shall mean a day on which
the Principal Market shall be open for business.


 


"TRANSACTION DOCUMENTS" shall mean
this Agreement and the Registration Rights Agreement.


 


"TRANSFER AGENT"
shall mean the transfer agent for the Common Stock (and to any substitute or replacement transfer agent for the Common Stock upon
the Company's appointment of any such substitute or replacement transfer agent).


 


"UNDERWRITER"
shall mean any underwriter participating in any disposition of the Registered Securities on behalf of Investor pursuant to the
Registration Statement.


 


"VALUATION EVENT"
shall mean an event in which tl1e Company at any time during a Valuation Period takes any of the following actions:


 


(a)                
subdivides or combines the Common Stock;


 


(b)                
pays a dividend in shares of Common Stock or makes any other distribution of shares of Common
Stock, except for dividends paid with respect to any series of preferred stock authorized by the Company, whether existing now
or in the future;


 



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(c)                
issues any options or other rights to subscribe for or purchase shares of Common Stock other
than pursuant to this Agreement, and other than options or stock grants issued or issuable to directors, officers and employees
pursuant to a stock option program, whereby the price per share for which shares of Common Stock may at any time thereafter be
issuable pursuant to such options or other rights shall be less than the Closing Price in effect immediately prior to such issuance;


 


(d)                
issues any securities convertible into or exchangeable for shares of Common Stock and the
consideration per share for which shares of Common Stock may at any time thereafter be issuable pursuant to the terms of such convertible
or exchangeable securities sha1l be less than the Closing Price in effect imn1ediately prior to such issuance;


 


(e)                
issues shares of Common Stock otherwise than as provided in the foregoing subsections (a)
through (d), at a price per share less, or for other consideration lower, than the Closing Price in effect immediately prior to
such issuance, or without consideration; or


 


(f)                                      
makes a distribution of its assets or evidences of indebtedness to the holders of Common Stock
as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally
available for dividends under applicable law or any distribution to such holders made in respect of the sale of all or substantially
all of the Company's assets (other than under the circumstances provided for in the foregoing subsections (a) through (e).


 


"VALUATION PERIOD"
shall mean the period of ten (10) Trading Days immediately following the Clearing Date associated with the applicable Put Notice
during which the Purchase Price of the Common Stock is valued; provided, however, that if a Valuation Event occurs during any Valuation
Period, a new Valuation Period shall begin on the Trading Day immediately after the occurrence of such Valuation Event and end
on the tenth (l0th) Trading Day thereafter. Investor shall notify the Company. in writing of the occurrence of the Clearing Date
associated with a Put Notice. The Valuation Period shall begin the first Trading Day following such written notice from Investor.


 


ARTICLE II


PURCHASE AND SALE OF COMMON STOCK


 


Section 2.lINVESTMENTS.


 


(a)                
PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions
of Article VII), on any Put Date the Company may exercise a Put by the delivery of a Put Notice. The number of Put Shares that
Investor shall purchase pursuant to such Put shall be determined by dividing the Investment Amount specified in the Put Notice
by the Purchase Price with respect to such Put Notice.


 


(b)                
PROMISSORY NOTE. As a condition for the execution of this Agreement by the Investor, the Company
shall issue to the Investor a promissory note in the principal amount equal to $125,000.00 (the "Note") on t e Subscription
Date. The Note shall have no registration rights.


 


Section 2.2MECHANICS.


 


(a)                
PUT NOTICE. At any time and from time to time during the Commitment Period, the Company may
deliver a Put Notice to Investor, subject to the conditions set forth in Section 7.2; provided, however, that the Investment Amount
identified in the applicable Put Notice, when taken together with all prior Put Notices, shall not exceed the Maximum Commitment
Amount. On the Put Date the Company shall deliver to Investor's brokerage account estimated put shares equal to the Investment
Amount indicated in the Put Notice divided by the Closing Price on the Trading Day immediately preceding the Put Date, multiplied
by one hundred twenty five percent (125%) (the "Estimated Put Shares"). On the Trading Date immediately following delivery
of the Estimated Put Shares, Investor shall deliver payment by check or wire transfer to the Company an amount equal to the par
value of the Estimated Put Shares ("Par Value Payment").


 


(b)                
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading
Day it is received by facsimile or otherwise by Investor if such notice is received on or prior to 12:00 noon New York time, or
(ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 12:00 noon New York time on a Trading
Day or at any time on a day which is not a Trading Day.


 


(c)                
FLOOR PRICE. In the event that, during a Valuation Period, the Closing Price on any Trading
Day falls more than twenty five percent (25%) below the average of the closing trade prices for the ten (IO) trading days immediately
preceding the date of the Company's Put Notice (a "Low Bid Price"), for each such Trading Day, the parties shall have
no right to sell and shall be under no obligation to purchase one tenth (I/I 0th) of the Investment Amount specified in the Put
Notice, and the Investment Amount shall accordingly be deemed reduced by such amount. In the event that during a Valuation Period
there exists a Low Bid Price for any three (3) Trading Days-not necessarily consecutive-then the balance of each party's right
and obligation to sell and purchase the Investment Amount under such Put Notice shall terminate on such third Trading Day ("Termination
Day"), and the Investment Amount shall be adjusted to include only one-tenth (I/10th) of the initial Investment Amount for
each Trading Day during the Valuation Period prior to the Termination Day that the Bid Price equals or exceeds the Low Bid Price.


 



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Section 2.3CLOSINGS.
At the end of the Valuation Period the Purchase Price shall be established and the number of Put Shares shall be determined for
a particular Put If the number of Estimated Put Shares initially delivered to Investor is greater than the Put Shares purchased
by Investor pursuant to such Put, then immediately after the Valuation Period the Investor shall deliver to Company any excess
Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Put
Shares purchased by Investor pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Investor
the difference between the Estimated Put Shares and the Put Shares issuable pursuant to such Put. The Closing of a Put shall occur
upon the Mt Trading Day following the completion of the Valuation Period, whereby Investor shall deliver the Investment Amount
specified in 1he Put Notice, less the Par Value Payment, by wire transfer of immediately available funds to an account designated
by the Company. In lieu of delivering physical certificates representing the Common Stock issuable in accordance with clause (a)
of this Section 2.3, and provided that the Transfer Agent then is participating in the Depository Trust Company ("DTC")
Fast Automated Securities Transfer ("FAST") program, upon request of Investor, but subject to the applicable provisions
of Article VIII hereof, the Company shall use its commercially reasonable efforts to cause the Transfer Agent to electronically
transmit, prior to the applicable Closing Date, the applicable Put Shares by crediting the account of the Investor's prime broker
with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system, and pro\ide proof satisfactory to the Investor
of such delivery. In addition, on or prior to such Closing Date, each of the Company and Investor shall deliver to each other all
documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement
in order to implement and effect the transactions contemplated herein.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


Investor represents and warrants to the Company
that:


 


Section 3.1INTENT.
Investor is entering into this Agreement for its own account and Investor has no present arrangement (whether or not legally binding)
at any time to sell the Registered Securities to or through any person or entity; provided, however, that Investor reserves the
right to dispose of the Registered Securities at any time in accordance with federal and state securities laws applicable to such
disposition.


 


Section 3.2NO LEGAL
ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax advisors. The Investor is relying solely on such
counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal,
tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws
of any jurisdiction.


 


Section 3.3SOPHJSTICA
TED INVESTOR. Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D) and an accredited investor
(as defined in Rule 501 of Regulation D), and Investor has such experience in business and financial matters that it i1 capable
of evaluating the merits and risks of an investment in the Registered Securities. Investor acknowledges that an investment in the
Registered Securities is speculative and involves a high degree of risk.


 


Section 3.4AUTHORITY.
(a) Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and the transactions
contemplated hereby in accordance with its terms; the execution and delivery of this Agreement and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary action and no further consent or authorization
of Investor or its partners is required; and (c) this Agreement has been duly authorized and validly executed and delivered by
Investor and constitutes a valid and binding obligation of Investor enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights
and remedies or by other equitable principles of general application.


 


Section 3.5NOT AN AFFILIATE.
Investor is not an officer, director or "affiliate" (as that term is defined in Rule 405 of the Securities Act) of the
Company.


 


Section 3.6ORGANIZATION
AND STANDING. Investor is a limited liability company duly organized, validly existing and in good standing under the laws of the
State of Florida and has all requisite power and authority to own, lease and operate its properties and to carry on its business
as now being conducted. Investor is duly qualified and in good standing in every jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, other than those in which the failure so to qualify would
not have a material adverse effect on Investor.


 


Section 3.7ABSENCE
OF CONFLICTS. The execution and delivery of this Agreement and any other document or instrument contemplated hereby, and the consummation
of the transactions contemplated hereby and thereby, and compliance-with the requirements hereof and thereof, will not (a) violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on Investor, (b) violate any provision of
any indenture, instrument or agreement to which Investor is a party or is subject, or by which Investor or any of its assets is
bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any lien pursuant
to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by Investor to any
third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material contract, instrument,
agreement, relationship or legal obligation to which Investor is subject or to which any of its assets, operations or management
may be subject.


 


Section 3.8DISCLOSURE;
ACCESS TO INFORMATION. Investor had an opportunity to review copies of the SEC Documents filed on behalf of the Company and has
had access to all publicly available information with respect to the Company.


 


Section 3.9MANNER OF
SALE. At no time was Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement
or any other form of general solicitation or advertising.


 



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ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents and warrants to Investor
that, except as disclosed in the SEC Documents:


 


Section 4.1ORGANIZATION
OF THE COMPANY. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State
of Florida and has all requisite power and authority to own, lease and operate its properties and to carry on its business as now
being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction
in which the nature of the business conducted or property owned by it makes such qualification necessary, other t. an those in
which the failure so to qualify would not have a Material Adverse Effect.


 


Section 4.2AUTHORITY.
(a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and to issue the Put Shares; (b) the execution and delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent
or authorization of the Company or its Board of Directors or stockholders is required; and (c) each of this Agreement and has been
duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar
laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of
general application.


 


Section 4.3CAPITALIZATION.
As of the date hereof, the authorized capital stock of the Company consists of ____________ shares of Common Stock, $0.0001 par
value per share, of which _______________ shares were issued and outstanding as of [________], 2014, _________ preferred stock,
___________ shares authorized, __________________ shares issued and outstanding; at [________], 2014.


 


Except as otherwise disclosed
in the SEC Documents or on Schedule 4.3, there are no outstanding securities which are convertible into shares of Common
Stock; whether such conversion is currently exercisable or exercisable only upon some future date or the occurrence of some event
in the future.


 


All of the outstanding
shares of Common Stock of foe Company have been duly and validly authorized and issued and are fully paid and non-assessable.


 


Section 4.4COMMON STOCK.
The Company is in full compliance with all reporting requirements of the Exchange Act, and the Company has maintained all requirements
for the continued listing or quotation of th Common Stock, and such Common Stock is currently listed or quoted on the Principal
Market which is presently the OTCQX.


 


Section 4.5SEC DOCUMENTS.
The Company may make available to Investor true and complete copies of the SEC Documents (including, without limitation, proxy
information and solicitation materials). To the Company's knowledge, the Company has not provided to Investor any information that,
according to applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by the Company, but
which has not been so -disclosed. As of their respective dates, the SEC Documents complied in all material respects with the requirements
of the Exchange Act, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes
thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and
the results of operations and cash flows for the periods 1hen ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments).


 


Section 4.6VALID ISSUANCES.
When issued and paid for as herein provided, the Put Shares shall be duly and validly issued, fully paid, and non-assessable. The
sales of the Put Shares pursuant to this Agreement, and the Company's performance of its obligations hereunder, shall not (a) result
in the creation or imposition of any liens, charges, claims or other encumbrances upon the Put She; or any of the assets of the
Company, or (b) entitle the holders of outstanding shares of Common Stock to preemptive or other rights to subscribe to or acquire
the Common Stock or other securities of the Company. The Put Shares shall not subject Investor to personal liability, in excess
of the subscription price by reason of the ownership thereof.


 


Section 4.7NO CONFLICTS.
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions
contemplated hereby, including without !imitation the issuance of the Put Shares, do not and will not (a) result in a violation
of the Company's Articles of Incorporation or By-Laws or (b) conflict with, or constitute a material default (or an event that
with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, any material agreement, indenture, instrument or any "lock-up" or similar provision
of any underwriting or similar agreement to which the Company is a party, or (c) result in a violation of any federal, state or
local law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or by which any property or asset of the Company is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse
Effect) nor is the Company otherwise in violation of, conflict with or in default under any of the foregoing. The business of the
Company is not being conducted in violation of any law, ordinance or regulation of any governmental entity, except for possible
violations that either singly or in the aggregate do not and will not have a Material Adverse Effect. The Company is- not required
under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or issue and sell the Common Stock in accordance with the terms hereof (other than any SEC, FINRA or state securities filings that
may be required to be made by the Company subsequent to any Closing, any registration statement that may be filed pursuant hereto);
provided that for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of
the relevant representations and agreements of Investor herein.


 



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Section 4.8NO MATERIAL
ADVERSE CHANGE. Since ________________ no event has occurred that would have a Material Adverse Effect on the Company.


 


Section 4.9LITIGATION
AND OTHER PROCEEDINGS. Except as disclosed' in the Company's SEC filings, there are no lawsuits or proceedings pending or to the
knowledge of the Company threatened, against the Company, nor has the Company received any written or oral notice of any such action,
suit, proceeding or investigation, which would have a Material Adverse Effect. No judgment order, writ, injunction or decree or
award has been issued by or, so far as is known by the Company, requested of any court, arbitrator or governmental agency which
would have a Material Adverse Effect.


 


Section 4.10DILUTION,
The number of shares of Common Stock issuable as Put Shares may increase substantially in certain circumstances, including, but
not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the
Effective Date and the end of the Commitment Period. The Company's executive officers and directors have studied and fully understand
the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect. The board
of directors of the Company has concluded in its good faith business judgment that such issuance is in the best interests of the
Company. The Company specifically acknowledges that, subject to Section 22(c), its obligation to issue the Put Shares is binding
upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders
of the Company.


 


ARTICLE V


COVENANTS OF INVESTOR


 


Section 5.1COMPLIANCE
WITH LAW; TRADING IN SECURITIES. Investor's trading activities with respect to shares of the Common Stock will be in compliance
with all applicable state and federal securities laws, rules and regulations and the rules and regulations of FINRA and the Principal
Market on which the Common Stock is listed or quoted.


 


Section 5.2SHORT SALES
AND CONFIDENTIALITY. Neither Investor nor any 2.ffiliate of the Investor acting on its behalf or pursuant to any understanding
with it will execute any Short Sales during the period from the date hereof to the end of the Commitment Period. For the purposes
hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such number of shares of Common Stock
reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale.


 


Other than to other Persons party to this Agreemen4
Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction {including the existence
and terms of this transaction).


 


ARTICLE VI


COVENANTS OF THE COMPANY


 


Section 6.1RESERVATION
OF COMMON STOCK. The Company will, from time to time as needed in advance of a Closing Date, reserve and keep available until the
consummation of such Closing, free of preemptive rights sufficient shares of Common Stock for the purpose of enabling the Company
to satisfy its obligation to issue the Put Shares to be issued in connection therewith. The number of shares so reserved from time
to time, as theretofore increased or reduced as hereinafter provided, may be reduced by the number of shares actually delivered
hereunder.


 


Section 6.2LISTING
OF COMMON STOCK. If the Company applies to have the Common Stock traded on any other Principal Market, it shall include in such
application the Put Shares, and shall take such other action as is necessary or desirable in the reasonable opinion of Investor
to cause the Common Stock to be listed on such other Principal Market as promptly as possible. The Company shall use its commercially
reasonable efforts to continue the listing and trading of the Common Stock on the Principal Market (including, without limitation,
maintaining sufficient net tangible assets) and will comply in all respects with the Company's reporting, filing and other obligations
under the bylaws or rules of the FINRA and the Principal Market.


 


Section 6.3CERTAIN
AGREEMENTS. So long as this Agreement remains in effect, the Company covenants and agrees that it will not, without the prior written
consent of the Investor, enter into any other equity line of credit agreement with a third party during the Commitment Period having
terms and conditions substantially comparable to this Agreement. For the avoidance of doubt, nothing contained in the Transaction
Documents shall restrict, or require the Investor's consent for, any agreement providing for the issuance or distribution of (or
the issuance or distribution of) any equity securities pursuant to any agreement or arrangement that is not commonly understood
to be an "equity line of credit."


 


ARTICLE VII


CONDITIONS TO DELIVERY OF


PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1CONDITIONS PRECEDENT TO
THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK. The obligation hereunder of the Company to issue and sell the
Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below.


 


(a)                
ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such
Closing as though made at each such time.


 






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(b)                
PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects
with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor
at or prior to such Closing.


 


(c)                
PRINCIPAL MARKET REGULATION. The Company shall not issue any Put Shares, and the Investor
shall not have the right to receive any Put Shares, if the issuance of such shares would exceed the aggregate number of shares
of Common Stock which the Company may issue without breaching the Company's obligations under the rules or regulations of the Principal
Market (the "EXCHANGE CAP").


 


Section 7.2CONDITIONS
PRECEDENT TO THE RIGHT OF THE COMPANY TO DELIVER A PUT NOTICE AND THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The right
of the Company to deliver a Put Notice and the obligation of Investor hereunder to acquire and pay for the Put Shares is subject
to the satisfaction of each of the following conditions:


 


(a)EFFECTIVE REGISTRATION
STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall remain effective for the sale by Investor
of the Registered Securities subject to such Put Notice, and (i) neither the Company nor Investor shall have received notice that
the SEC ha.; issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has
suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened
to do so and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus
shall exist.


 


(b)                
ACCURACY OF THE COMPANY'S REPRESENTATIONS AND WARRANTIES. The representations and warranties
of the Company shall be true and correct in all material respects (except for representations and warranties specifically made
as of a particular date), except for any conditions which have temporarily caused any representations or warranties herein to be
incorrect and which have been corrected with no continuing impairment to the Company or Investor.


 


(c)                 
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all
material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by the Company.


 


(d)                
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction
shall have been enacted, entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that
prohibits or directly and materially adversely affects any of the transactions contemplated by this Agreement, and no proceeding
shall have been commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated
by this Agreement.


 


(e)                 
ADVERSE CHANGES. Since the date of filing of the Company's most recent SEC Document, no event
that had or is reasonably likely to have a Material Adverse Effect has occurred.


 


(f)                 
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock
shall not have been suspended by the SEC, the Principal Market or the FINRA and the Common Stock shall have been approved for listing
or quotation on and shall not have been delisted from the Principal Market.


 


(g)[INTENTIONALLY OMITTED]


 


(h)                
TEN PERCENT LIMITATION. On each Closing Date, the number of Put Shares then to be purchased
by Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common Stock then owned by
Investor beneficially or deemed beneficially owned by Investor, would result in Investor owning more than 9.99% of all of such
Common Stock as would be outstanding on such Closing Date, as determined in accordance with Section 16 of the Exchange Act and
the regulations promulgated thereunder. For purposes of this Section, in the event that the amount of Common Stock outstanding
a1determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder is greater on a Closing
Date than on the date upon which the Put Notice associated with such Closing Date is given, the amount of Common Stock outstanding
on such Closing Date shall govern for purposes of determining whether Investor, when aggregating all purchases of Common Stock
made pursuant to this Agreement, would own more than 9.99% of the Common Stock following such Closing Date.


 


(i)                  
Principal Market Regulation. The Company shall not issue any Put Shares, and the Investor
shall not have the right to receive any Put Shares, if the issuance of such shares would exceed the Exchange Cap.


 


(J)NO KNOWLEDGE. The
Company shall have no knowledge of any event more likely than not to have the effect of causing such Registration Statement to
be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen (15) Trading Days following
the Trading Day on which such Put Notice is deemed delivered).


 


(k)                
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of shares of Common Stock with
respect to the applicable Closing, if any, shall not violate the shareholder approval requirements of the Principal Market.


 


(l)                  
NO VALUATION EVENT. No Valuation Event shall have occurred since the Put Date.


 


(m)              
OTHER. On the date of delivery of each Put Notice, Investor shall have received a certificate
in substantially the form and substance of Exhibit B hereto, executed by an executive officer of the Company and to the effect
that all the conditions to such Closing shall have been satisfied as at the date of each such certificate.


 






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ARTICLE VIII


LEGENDS


 


Section 8.1NO STOCK LEGEND OR STOCK TRANSFER
RESTRICTIONS. No legend shall be placed on the share certificates representing the Put Shares.


 


 


Section 8.2INVESTOR'S
COMPLIANCE. Nothing in this Article VIII shall affect in any way Investor's obligations under any agreement to comply with all
applicable securities laws upon the sale of the Common Stock.


 


ARTICLE IX


NOTICES; INDEMNIFICATION


 


Section 9.1NOTICES. All
notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be


(a)      
personally served, (b) deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or (d) transmitted by hand delivery, telegram,
facsimile, or email as a PDF, addressed as set forth below or to such other address as such party shall have specified most recently
by written notice given in accordance herewith. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, or email as a PDF, at the address or number designated below (if delivered on a business day during normal business hours
where such notice is to be received), or the first business day following such delivery (if delivered other than on a business
day during normal business hours where such notice is to be received) or (ii) on the second business day following the date of
mailing by express courier service or on the fifth business day after deposited in the mail, in each case, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur.


 


The addresses for such communications shall be:


 


If to the Company:


 


OXFORD CITY FOOTBALL CLUB, INC.


10 Fairway Dr. Ste 302


Deerfield Beach, FL 33441


Attn: Thomas Guerriero


Chief Executive Officer


 


Copy to (which shall not constitute notice):


 


Attn:


Tel:


Fax:


 


If to Investor:


 


Tarpon Bay Partners LLC


17210 Gennano Court


Naples, FL 34110 Tel:


Fax:


 


Either party hereto may from time to time
change its address or facsimile number for notices under this Section 9.1 by giving at least ten (10) days' prior written notice
of such changed address or facsimile number to the other party hereto.


 



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Section 9.2INDEMNIFICATION.
Each party (an "Indemnifying Party") agrees to indemnify and hold harmless the other party along with its officers, directors,
employees, and authorized agents, and each Person or entity, if any, who controls such party within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act (an "Indemnified Party") from and against any Damages, joint or
several, and any action in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or
relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement
on the part of Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or any post-effective amendment thereof or supplement thereto, or the omission or
alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
(iii) 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 (iv) 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, as such Damages are incurred! except to the extent such Damages result primarily
from Indemnified Party's failure to perform any covenant or agreement contained in this Agreement or Indemnified Party1s negligence,
recklessness or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing indemnity agreement
shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in reliance upon and
in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly for use in the Registration
Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus or final prospectus (as amended
or supplemented).


 


Section 9.3METHOD OF
ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party (as defined below) under Section 9.2
shall be asserted and resolved as follows:


 


(a)                
In the event any claim or demand in respect of "1lich an Indemnified Party might seek
indemnity under Section 9.2 is asserted against or sought to be collected from such Indemnified Party by a person other than a
party hereto or an affiliate thereof (a "THIRD PARTY CLAIM"), the Indemnified Party shall deliver a written notification,
enclosing a copy of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified
Party's claim for indemnification that is being asserted under any provision of Section 9.2 again3t an Indemnifying Party, together
with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim
(a "CLAIM NOTICE") with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide the
Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying
Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying
Party's ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the
Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying
Party of either a Claim Notice or • Indemnity Notice (as defined below) (the "DISPUTE PERIOD") whether the Indemnifying
Party disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and whether the Indemnifying
Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party Claim.


 


(i)                  
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the
Indemnifying Party desires to defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a),
then the Indemnifying Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the
sole cost and expense of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall
be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of
the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any
relief other than the payment of monetary damages or that provides for the payment of monetary damages as to which the Indemnified
Party shall not be indemnified in full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense
and proceedings, including any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole
cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in
the first sentence of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified
Party reasonably believes to be necessary or appropriate to protect its interests; and provided further, that if requested by the
Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation
to the Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party
may participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant
to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses
with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with respect
to such Third Party Claim.


 


(ii)                
lf the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period
that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 9.3(a), or if the Indemnifying Party gives
such notice but fails to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails
to give any notice whatsoever within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole
cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted
by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with
the consent of the Indemnifying Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control
of such defense and proceedings, including any compromise or settlement thereof; provided, however, that if requested by ·the
Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Part"/, provide reasonable
cooperation to the Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting.
Notwithstanding the foregoing provisions of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within
the Dispute Period that the Indemnifying Party disputes its liability or the amount of its liability hereunder to the Indemnified
Party with respect to such Third Party Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided
in clause (iii) below, the Indemnifying Party will not be required to bear the costs and expenses of the Indemnified Party's defense
pursuant to this clause (ii) or of the Indemnifying Party's participation therein at the Indemnified Party's request, and the Indemnified
Party shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in
connection with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled
by the Indemnified Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect
to such participation.


 






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(iii)               
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability
or the amount of its liability to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify
the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability
to the Indemnified Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively
deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability
with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 


(b)                
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying
Party that does not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity
under Section 9.2 specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable,
the estimated amount, determined in good faith, of such claim (an "INDEMNITY NOTICE") with reasonable promptness to the
Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party's rights hereunder
except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying
Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described in such Indemnity
Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes the claim or
the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice will be conclusively
deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability
with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution
of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)                 
The Indemnifying Party agrees to pay the Indemnified Party, 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.


 


(d)                
The indemnity provisions contained herein shall be in addition to (i) any cause of action
or similar rights of the Indemnified Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying
Party may be subject to.


 


ARTICLE X


MISCELLANEOUS


 


Section 10.1GOVERNING
LAW; JURISDICTION. This Agreement shall be governed by and interpreted in accordance with the Jaws 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.


 


Section 10.2JURY TRIAL
WAIVER. The Company and the Investor hereby waive a trial by jury in any action proceeding or counterclaim brought by either of
the parties hereto against the other in respect of any matter arising out of or in connection with the Transaction Documents.


 


Section 10.3ASSIGNMENT.
This Agreemer.t 'hall be binding upon and inure to the benefit of the Company and Investor and their respective successors. Neither
this Agreement nor any rights of Investor or the Company hereunder may be assigned by either party to any other person.


 


Section 10.4THIRD PARTY
BENEFICIARIES. This Agreement is intended for the benefit of the Company and Investor and their respective successors, and is not
for the benefit of, nor may any provision hereof be enforced by, any other person.


 


Section 10.5TERMINATION.
The Company may terminate this Agreement at any time by written notice to the Investor. Additionally, this Agreement shall terminate
at the end of Commitment Period or as otherwise provided herein; provided, however, that the provisions of Articles IX, and Sections
IO.I and 10.2 shall survive the termination of this Agreement for a period of twenty four (24) months.


 


Section 10.6ENTIRE
AGREEMENT, AMENDMENT; NO WAIVER. This Agreement and the instruments referenced herein contain the entire understanding of the Company
and Investor with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor investor makes any representation, warranty, covenant or undertaking with respect to such matters. This Agreement
may not be amended.


 


Section 10.7FEES AND
EXPENSES. The Company agrees to pay its own expenses in connection with the preparation of this Agreement and performance of its
obligations hereunder. The Company shall pay all stamp or other similar taxes and duties levied in connection with issuance of
the Put Shares pursuant hereto.


 



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Section 10.8COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which may be executed by less than all of the parties and shall
be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and
all of which together shall constitute one and the same instrument. This Agreement may be delivered to the other parties hereto
by facsimile transmission or email of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section 10.9SEVERABILITY.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that such severability shall be
ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section 10.10FURTHER
ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order
to carry out the intent md accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


Section 10.11NO STRICT
CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual
intent, and no rules of strict construction will be applied against any party.


 


Section 10.12EQUITABLE
RELIEF. The Company recognizes that in the event that it fails to perfom1, observe, or discharge any or all of its obligations
under this Agreement, any remedy at law may prove to be inadequate relief to Investor. The Company therefore agrees that Investor
shall be entitled to temporary and permanent injunctive relief in any such case without the necessity of proving actual damages.


 


Section 10.13TITLE
AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and are not to be considered
in construing or interpreting this Agreement


 


Section 10.14REPORTING
ENTITY FOR THE COMMON STOCK. The reporting entity relied upon for the determination of the Closing Price for the Common Stock on
any given Trading Day for the purposes of this Agreement shall be Bloomberg Finance L.P. or any successor thereto. The written
mutual consent of Investor and the Company shall be required to employ any other reporting entity.


 


Section 10.15PUBLICITY.
The Company and Investor shall consult with each other in issuing any press releases or otherwise making public statements with
respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public
statement without the prior written consent of the other parties, which consent shall not be unreasonably withheld or delayed,
except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall
provide the other parties with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of Investor without the prior written consent of such Investor, except to the extent required by law. Investor
acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be "material contracts"
as that term is defined by Item 60l(b)(l0) of Regulation S-K, and that the Company may therefore be required to file such documents
as exhibits to reports or registration statements filed under the Securities Act or the Exchange Act. Investor further agrees that
the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with
its counsel.


 






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[SIGNATURE PAGE]


 


IN WITNESS WHEREOF, the parties hereto have caused this Equity Purchase
Agreement to be executed by the undersigned, thereunto duly authorized, as of the date first set forth above.


 


TARPON BAY PARTNERS LLC


 


By: /s/ Stephen Hicks


Name: Stephen Hicks


Title: Manager


 


 


OXFORD CITY FOOTBALL CLUB, INC.


 


By: /s/ Thomas Guerriero


Name: Thomas Guerriero


Title: Chief Executive Officer


 




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Schedule 4.3 - Outstanding Securities


 







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EXHIBITS


 


 


	EXHIBIT A 	Put Notice
	EXHIBIT B	Closing Certificate






 














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