Joint Venture Agreement


 


This Joint Venture Agreement ("Agreement"),
made on July 10. 2014 by and between CIT University a division of Oxford City Football Club, Inc. (Stock Symbol: OXFC), of 3141
S. Military Trail, Lake Worth, Florida 33463 and Z-Square Technology LLC, of 1 Broadway 14th FL, Cambridge, Massachusetts 02142.
The parties are hereinafter sometimes referred to together as the "Joint Ventures" or the "Parties" and individually
as a "Joint Venture" or "Party."


 


The Parties wish to establish a Joint Venture
for the purpose of OXFC to provide the funding for the development of the technology for the Washington DC project. Z-Square Technology
LLC will provide the actual creation, development, and management of all technology provided to Washington DC (the "Joint
Venture"); and


 


The Parties wish to enter into an agreement
to carry out the purpose of the Joint Venture and to define the respective rights and obligations of the Parties with respect to
the Joint Venture.


 


Therefore, in consideration of the mutual promises,
covenants, warranties and conditions herein, the Joint Ventures agree as follows:


 


Name. The parties hereby fonn and establish
a Joint Venture to be conducted under the name of CIT University's Knowledge Testing Washington DC OMV for NCDL & COL (LN1-LN2),
(hereinafter referred to as the "Joint Venture"). The Joint Ventures agree that the legal title to the Joint Venture
property and assets, including the Joint Venture itself, shall remain in the name of the Joint Venture.


 


Place of Business & Term. The principal
place of business of the Joint Venture shall be located at 3141 S. Military Trail, Lake Worth, Florida, 33463. The term of the
Joint Venture shall commence on the execution date hereof and shall continue until December 31, 2019 provided, however, that the
Joint Venture shall be dissolved prior to such date upon the sale or disposal of the Joint Venture and the payment or satisfaction
of all debts of the Joint Venture.


 


Purpose. The Joint Ventures form this
Joint Venture to: OXFC to provide the funding for the development of the technology for the Washington DC project. Z-Square Technology
LLC will provide the actual creation, development, and management of aJI technology provided to Washington, DC. To the extent set
forth in this Agreement, each of the Joint Ventures shall own an undivided fractional part in the business. The Joint Venture shall
not engage in any other business or activity without the written consent of the Joint Ventures.


 


Assignment of all payments. Z-Square
Technology LLC guarantees they can, legally and without defaulting, voiding, or harming the integrity of the awarded the contract
they have secured with Washington, DC, transfer all payments to be delivered in full to Oxford City Football Club, Inc. Z-Square
Technology LLC will notify Washington, DC to process whatever paperwork is necessary to assign all payments to any and all amounts
due under the terms of this contract with Oxford City Football Club, Inc.




    	 



    	 



    

 


Capital. Separate capital accounts shall
be maintained for each Joint Venture and shall consist of the sum of its contributions to the capital of the Joint Venture plus
its share of the profits of the Joint Venture, less its share of any losses of the Joint Venture, and less any distributions to
or withdrawals made by or attributed to it from the Joint Venture.


 


The contributions from each of the Joint Ventures,
for the purpose of this Joint Venture, is the sum set after the name of each Joint Venture as follows:


 


CIT University a division of Oxford City Football
Club, Inc. (Stock Symbol: $100,000.00 OXFC)


Z-Square Technology, Inc. $0.00


 


The Joint Ventures shall make such other capital
contributions required to enable the Joint Venture to carry out its purposes as set forth herein as the Joint Ventures may mutually
agree upon. The Joint Ventures shall arrange for or provide any financing as may be required by the Joint Venture for carrying
out the purposes of the Joint Venture. The terms and conditions of all such loans shall be subject to prior approval of the Joint
Ventures. The Joint Ventures shall endorse, assume. or guarantee such obligations of the Joint Venture as the Joint Ventures may
mutually agree upon.


 


Joint Ventures will bring each opportunity
to each other and capital assessment and other stipulations will be mutually agreed upon between Ventures for each presented project
opportunity.


 


Percentage Interest In The Joint Venture.
The respective percentage interest in the Joint Venture owned by each Joint Venture, respectively, is as follows:


 


CIT University a division of Oxford City Football
Club, Inc.


(Stock Symbol: OXFC) Fifty percent (50%)


Z-Square Technology LLC Fifty percent (50%)


 


Payments. The entire gross payment of
$201,460.00 USD will be paid directly to Oxford City Football Club, Inc. directly from DC Office of Contracting and Procurement
or from the Guarantors (Z-Square & Affiliates & Owner) accounts in two (2) installments as follows:


 


(1)    
Amount of $115,000.00 USD to be received on or before August 15, 2014


(2)    
Amount of $86,460.00 USD to be received on or before September 30, 2014.




    	2



    	 



    

 


Wiring Instructions
for payment to Oxford City Football Club, Inc.


Bank of America, New York


SWIFT CODE: BOFAUS3N


ABA Routing Number: 026009593


100 33rd Street West New York, New York, 10001


Bank Telephone: (800) 294-7999


Bank Account Name: Oxford City Football Club,
Inc.


Bank Account Number: 898060083651


 


Wiring Instructions
for payment to Z-Square Technology LLC 


Z-Square Technology LLC


Bank Name: Bank of America


Account Number: 004641 742079


ABA Routing Number: 01 1000138


 


Interest. If payment is not made as
set forth above, then interest shall accrue on the unpaid amount at the default rate of interest as set forth under the laws of
the State of New York of 9% per annum.


 


Corporate Guarantee. The payment
of $201,460.00 USD expected from Washington, DC will be paid as follows: $115,000.00 USD by August 15, 2014 and $86,460.00
USD by September 30, 2014. If for any reason, this $201,460.00 USD is not received as set forthabove, Z-Square Technology LLC
guarantees they will make a payment in the amount $201,460.00 USD. Z-Square Technology LLC agrees to secure this $201,460.00
USD amount owed to Oxford City Football Club, Inc. against any and all assets of the company and/or any subsidiaries, related
companies, or parent companies. Z-Square Technology LLC guarantees that no change in ownership will occur until payment is
made to Oxford City Football Club, Inc.


 


Z-Square Technology LLC Directors Personal
Guarantee. A Board meeting has commenced on July 9th, 2014 and the Board of Directors of Z-Square Technology LLC unanimously
voted to all personally guarantee the successful payment of $201,460.00 USD, which is expected from Washington, DC to be paid as
follows: $115,000.00 USD by August 15, 2014 and $86,460.00 USD by September 30, 2014. If for any reason, this $201,460 .00 USD
is not received as set forth above, all directors of Z-Square Technology LLC guarantee they will col1ectively or individually make
a payment personally in the amount $201,460.00 USD. Each Director to secure this $201,460.00 USD amount owed to Oxford City Football
Club, Inc. against any and all of their personal assets.


 


Personal Guarantee. The payment of $201,460.00
USD expected from Washington, DC will be paid as follows: $115,000.00 USD by August 15, 2014 and $86,460.00 USD by September 30,
2014. If for any reason, this $201,460.00 USD is not received as set forth above, Syed Gilani guarantees he will make a payment
personally in the amount $201,460 USD. Syed Gilani agrees to secure this $201,460.00 USD amount owed to Oxford City Football Club,
Inc. against any and all of his personal assets.




    	3



    	 



    

 


 


Distribution of the Payments.


If Z-Square Technology LLC completely pays
the transfer of $201,460.00 by September 30, 2014, Oxford City Football Club, Inc. (Stock Symbol: OXFC) will retain $115,000.00
USD. Oxford City Football Club, Inc. will then distribute $86,460.00 USD to Z-Square Technology LLC.


 


If Z-Square Technology LLC completely pays
the transfer of $201 ,460.00 by August 31, 2014, Oxford City Football Club, Inc. (Stock Symbol: OXFC) will retain $110,000.00 USD.
Oxford City Football Club, Inc. will then distribute $91,460.00 to Z-Square Technology LLC.


 


Press Release Announcement Guarantee.
Z-Technology LLC guarantees that Oxford City Football Club, Inc. and all its subsidiaries can, legal1y and without defaulting,
voiding, or harming the integrity of the awarded contract they have secured with Washington, DC, do a press release announcing
the joint venture between the two companies. This press release will discuss specifically the contract with Washington, DC.


 


Expenses of Venture. All losses and
disbursements in acquiring, holding and protecting the business interest and the net profits shall, during the period of the venture.
be paid by the Joint Ventures, in the ratio which the contribution of each Joint Venture bears to the total contributions.


 


Duties of Joint Ventures.


The duties of CIT University a division of
Oxford City Football Club, Inc. (Stock Symbol: OXFC) are: CIT University a division of Oxford City Football Club, Inc. (Stock Symbol:
OXFC) will provide financing in the amount of $100.000.00 USD.


 


The duties of Z-Square Technology LLC are:
Z-Square Technology LLC will provide all creation, development and management of all technology needed to satisfy the contract
in full.


 


Powers of Joint Ventures. The following powers
may be exercised only upon the consent of the Joint Ventures:


 


(a) The power to borrow money on the general
credit of the Joint Venture in any amount, or to create, assume, or incur any indebtedness to any person or entity


(b) The power to make loans in any amount,
to guarantee obligations of any person or entity, or to make any other pledge or extension of credit;


(c) The power to purchase or otherwise acquire
any other property except in the ordinary course of business of the Joint Venture;


(d) The power to sell, encumber, mortgage or
refinance any loan or mortgage on any of the Joint Venture property;


(e) The power to confess any judgment
against the Joint Venture, or to create, assume, incur or consent to any charge (including any deed of trust. pledge,
encumbrance or


(f) The power to spend any renovation or remodeling
funds or to make any other expenditures except for routine day-to-day maintenance and operation of the Joint Venture.




    	4



    	 



    

 


Confidential Information. "Confidential
Information" means nonpublic information that (a) the disclosing Party designates as confidential, or (b) which, under the
circumstances surrounding disclosure. ought to be treated as confidential. Confidential Information may include, without limitation,
Technology, Technology Improvements, Derivative Works, Intellectual Property Rights, Marketing Materials, ideas, know-how, methods,
formulae, processes, designs, apparatus, devices, techniques, systems, flow charts, sketches, photographs, plans, drawings, specifications,
computer programs or software, samples, studies, findings, data, reports, projections, plant and equipment expansion plans, lists
or identities of employees, customers or X6Ds, financial statements or other financial information, pricing information, cost and
expense information, product development and marketing plans, compositions of matter, discoveries and inventions (whether or not
patentable), works of authorship (whether or not protected under copyright laws), information, algorithms, procedures, notes, summaries,
descriptions, results and the like.


 


Derivative Works.
"Derivative Works" means works that are based upon one or more pre-existing works, such as: (a) for copyrightable
or copyrighted material, any translation, portion, modification, correction, addition, extension, upgrade, improvement,
compilation, abridgment, revision or other form in which such material may be recast, transformed, or adapted; (b) for
patentable or patented material, any improvement thereon; and (c) for material that is protected by trade secret, any new
material derived from such existing trade secret material, including new material that may be protected by any of copyright,
patent, and trade secret.


 


Intellectual Property Rights. "Intellectual
Property Rights" means any and all patent, copyright, trademark, trade secret, know-how, trade dress or other intellectual
or industrial property rights or proprietary rights (including, without limitation, all claims and causes of action for infringement,
misappropriation or violation thereof and all rights in any registrations, applications and renewals thereof), whether existing
now or in the future, whether worldwide or in individual countries or political subdivisions thereof, or regions, including, without
l imitation, the United States.


 


Technology. "Technology" means
materials, packaging, products, know-how and methods of manufacturing thereof as provided by a Party herein, and including all
Intellectual Property Rights embodied therein and any Derivative Works thereof. Technology further means, without limitation, any
designs, materials, methods, formulae, processes, technology, apparatus, devices, techniques, systems, flow charts, sketches, photographs,
plans, drawings, specifications, proprietary information, know-how, trade secrets, computer programs or software, samples, studies,
findings, data, reports, projections, manufacturing specifications and methods, testing specifications and methods, pricing information,
cost and expense information, product development and marketing plans, compositions of matter, discoveries and inventions (whether
or not works of authorship or not protected under copyright laws) information, algorithms, procedures, notes, summaries, descriptions
and development results related to any materials, packaging, products, knowhow and methods of manufacturing thereof.




    	5



    	 



    

 


Technology Improvements. "Technology
Improvements" means any proprietary information, know-how, trade secrets, programs, designs, processes, methods. formulae,
compositions of matter, documents, materials, technology, data, Intellectual Property Rights, or Derivative Works in developments
and/or conceptions created, obtained or developed by either Party alone (including through the efforts of any independent contractor
or affiliate of that Party) or together with the other Party that: (a) are based on, derived from or are direct improvements to
Technology, (b) can be used in or in the production of Technology, or (c) provide alternatives for use in the production of Technology
that, if so used, reasonably would: (i) add Technology capability or increase Technology efficiency or quality, (ii) reduce Technology
manufacturing or Technology costs, and/or (iii) facilitate the manufacturing of Technology.


 


Treatment of Proprietary and Confidential
Information.


 


1. In connection with the performance of this
Agreement, each Party contemplates the disclosure by it of certain Confidential Information to the other Party. Each Party considers
its Confidential Information to be an asset of substantial commercial value, having been developed at considerable expense, but
will disclose such information to the other Party under the terms and conditions of this Agreement.


 


(a) During the Term and continuing thereafter
for 5 year(s) from the termination or expiration of the Agreement, the Party receiving Confidential Information ("Receiving
Party") from the disclosing Party ("Disclosing Party") shall (i) treat all Confidential Information disclosed by
the Disclosing Party as secret and confidential and shall not disclose all or any portion of the Confidential Information to any
other Person, except as provided in section l .1(b), (ii) not use any of such Confidential Information except in the performance
of the Receiving Party's covenants and obligations or otherwise as contemplated under this Agreement, and (iii) restrict access
to Confidential Information to the Receiving Party's employees (including contractors, accountants and counsel and similar representatives)
who have a need to know such information in connection with the performance of the Receiving Party's obligations and covenants
under this Agreement and shall be responsible to ensure that such employees maintain the terms of confidentiality and nonuse as
required in this Agreement.


 


(b) In the event that either Party desires
to use a third party service provider ("Service Provider"), including, for example, an engineering design firm or a contract
manufacturer, to develop or produce the Product using Technology or Technology Improvements, all Parties to this Agreement must
first enter into at least an acceptable non-disclosure and technology ownership agreement with the Service Provider. Neither Party
to this Agreement may disclose any Confidential Information to a Service Provider unless (i) both Parties to this Agreement have
individually entered into a non-disclosure agreement with the Service Provider and (ii) the Service Provider has a presence in
the United States and is able to be served legal documents in the United States or agrees, in writing. that it can be served and
that United States Courts have personal jurisdiction over the Service Provider.




    	6



    	 



    

 


2. Notwithstanding anything to the contrary
herein, Confidential Intonation shall not include any information that: (a) is presently in the Receiving Party's possession, provided
that such information has not been obtained from the Disclosing Party and that such possession can be demonstrated by the Receiving
Party's written records; (b) is, or becomes, generally available to the public through no act or omission of the Receiving Party;
(c) is received by the Receiving Party in written form from a third party having no binding obligation to keep such information
confidential; or (d) is required to be disclosed by law, upon the advice of legal counsel.


 


3. Specific Confidential Information shall
not be deemed to be available to the public or in the possession of the Receiving Party merely because it is embraced by more general
information so available or in said Receiving Party's possession, nor shall a combination or aggregation of features which form
confidential information be deemed to be non-confidential merely because the individual features, without being combined or aggregated,
are non-confidential.


 


4. Each of the Parties hereby agrees that all
written or other tangible forms of Confidential Intonation (including any materials generated by the Receiving Party related to
any Confidential Information) shall be and remain the property of its owner and shall be promptly returned to the owner upon the
written request of the owner.


 


5. Neither the Agreement nor the disclosure
of any information by the Disclosing Party shall be deemed to constitute by implication or otherwise, a vesting of any title or
interest or a grant of any license, immunity or other right to the Receiving Party with regard to the Confidential Intonation.
Additionally, except as expressly provided in this Agreement, the execution of the Agreement shall not operate. directly or indirectly,
to grant to either Party any rights under any patent, trade secret or know-how now or hereafter owned by or licensed to the other
Party.


 


6. Each Party warrants that it is the rightful
owner of the Confidential Intonation to be disclosed under this Agreement and that it has the lawful right to make such disclosure.


 


7. In the event that the Receiving Party
or any of its representatives are requested or required to disclose Confidential Information pursuant to a subpoena or an
order of a court or government agency, the Receiving Party shall (a) promptly notify the Disclosing Party of the existence,
terms and circumstances surrounding the governmental request or requirements; (b) consult with the Disclosing Party on the
advisability of taking steps to resist or narrow the request; (c) if disclosure of Confidential Information is required,
furnish only such portion of the Confidential Intonation as the Receiving Party is advised by counsel is legally required to
be disclosed; and (d) cooperate with the Disclosing efforts to obtain an order or other reliable assurance that confidential
treatment be accorded to that oponion of the Confidential Information that is required to be disclosed.




    	7



    	 



    

 


Because money damages may not be a sufficient
remedy for any breach of this Section of the Agreement by the Receiving Party, the Disclosing Party shall be entitled to seek equitable
relief, including injunction and specific performance. as a remedy for any such breach of this Section. Such remedy shall not be
deemed to be the exclusive remedy for a breach of this Section of the Agreement by the Receiving Party. but shall be in addition
to all other remedies available at Jaw or equity to the Disclosing Party. In the event of litigation relating to the Agreement,
if a court of competent jurisdiction determines that the Receiving Party has breached this Section of the Agreement, then the Receiving
Party shall be liable and pay to the Disclosing Party the reasonable attorneys' fees, court costs and other reasonable expenses
of litigation, including any appeal therefrom. The Receiving Party further agrees to waive any requirement for the posting of a
bond in connection with any such equitable relief.


 


No Liability to Third Parties. The debts,
obligations and liabilities of either Joint Venture, whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of such Joint Venture, and no other Party shall be obligated for any such debt, obligation or liability
of such Joint Venture solely by reason of being a party to this Agreement or an equity holder of a JV Company.


 


Deadlock.
In the event
the Joint Venturers
are divided on
a material
issue and
cannot agree on
the conduct
of the business
and affairs of
the Joint Venture,
then a deadlock
between the
Joint Venturers shall
be deemed
to have occurred.
Upon the
occurrence of a
deadlock, one Joint
Venturer (hereinafter referred
to as the
"Offeror") may
elect to purchase
the Joint Venture
interest of the
other Joint Venturer
(hereinafter referred to
as the "Offeree")
at a price
calculated as the
Offeree's percentage interest
in a total
purchase price for
all of the
assets of the
Joint Venture. The
Offeror shall
notify the Offeree
in writing
of the offer
to purchase, stating
the total purchase
price for all
of the assets
of the Joint
Venture, and
the price offered
for the Offeree's
Joint Venture
interest expressed as
the Offeree's percentage
interest in the
Joint Venture assets
multiplied by
the total purchase
price for all
of the assets
of the Joint
Venture. The
Offeree shall
have the right
to buy
the interest of
the Offeror
at the designated
price and terms,
or to sell
the Offeree's interest
to the Offeror
at the designated
price and terms,
whichever the
Offeree may
elect. The
offer, when
made by
the Offeror,
is irrevocable for
thirty (30) days.
The Offeree
shall have ten
(10) days from
the receipt of such offer to
make its election, that is,
either to buy such interest
of the Offeror or
to sell its own
interest, which
shall be made
in writing
executed by the
Offeree and
stating the nature of
the election. A
Joint Venturer
which is
obligated to purchase
the interest of
another Joint
Venturer pursuant to
the provisions hereof
shall have twenty
(20) days from
the date of
receipt of the written
election from such
other Joint Venturer
to pay the
designated price and
satisfy the terms
of such purchase.
Should the
Joint Venturer
who has
received an offer
to sell or
buy fail to
make the election
required herein in
a timely
fashion, then such
non-responding party
shall be deemed
to have elected and agreed to
sell or buy,
as the case may
be, according to the terms
of the offer.




    	8



    	 



    

 


Legal Title to the Joint Venture. The
Joint Venturers agree that the legal title to the Joint Venture property and assets, including the Joint Venture itself, shall
remain in the name of the Joint Venture.


 


Transfers Of Joint Venturers’ Interests.
Except as otherwise expressly permitted herein, no Joint Venture may sell, transfer, assign or encumber its interest in the Joint
Venture, or admit additional Joint Ventures, without the prior written consent of the other Joint Venture. Any attempt to transfer
or encumber any interest in the Joint Venture in violation of this Section shall be null and void.


 


The obligations and Rights of Transferees are
as follows:


 


(a) Any person who acquires in any manner whatsoever
any interest in the Joint Venture, irrespective of whether such person has accepted and adopted in writing the terms and provisions
of this Agreement, shall be deemed by the acceptance of the benefit of the acquisition thereof to have agreed to be subject to
and bound by all the obligations of this Agreement that any predecessor in interest of such a person was subject to or bound by;


(b) The person acquiring an interest in the
Joint Venture shall have only such rights, and shall be subject to all of the obligations, as are set forth in this Agreement;
and, without limiting the generality of the foregoing, such a person shall not have any right to have the value of its interest
ascertained or receive the value of such interest or, in lieu thereof, profits attributable to any right in the Joint Venture,
except as herein set forth.


 


Termination. Upon the termination or
dissolution of the Joint Venturer, the Joint Ventures shall proceed to liquidate the Joint Venture, and all proceeds of such liquidation
shall be applied and distributed in the manner set above according to the interests held by each party in the Joint Venture. A
reasonable time shall be allowed for the orderly liquidation of the Joint Venture's assets in order to minimize losses normally
attendant upon such liquidation.


 


Notice. Any notices to be given under
this Agreement by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified,
postage prepaid with return receipt requested. Mailed notices must be addressed to the addresses of the parties as they appear
in the introductory paragraph of this Agreement. Each party may change its address by written notice in accordance with this paragraph.
Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of
ten (10) calendar days after mailing.


 


Arbitration
and Attorney's
Fees. Any
controversies or disputes
arising out of
or relating to
this Agreement
shall be resolved
by binding arbitration
in accordance with
the then-current Commercial
Arbitration Rules
of the American
Arbitration Association.
The Joint
Venturers shall
select a mutually
acceptable arbitrator knowledgeable
about issues relating
to the subject
matter  of
this Agreement.
In the event
the Joint Venturers
are unable to
agree to such
a selection, each
party will
select an arbitrator
and the two
arbitrators in turn
shall select a
third arbitrator, all
three of whom
shall preside jointly
over the matter.
The arbitration
shall take place
at a location
that is reasonably centrally
located between
the Joint Venturers,
or otherwise
mutually agreed
upon by the
Joint Venturers.
All documents,
materials, and
information in
the possession of
each party that
are in any
way relevant
to the dispute
shall be made
available to the
other Joint Venturer
for review and copying
no later than
30 days after
the notice of
arbitration is served.
The arbitrator(s)
shall not have
the authority to
modify any
provision of this
Agreement or
to award
punitive damages. The
arbitrator(s) shall have
the power
to issue mandatory
orders and restraint
orders in connection with
the arbitration. The
decision rendered by
the arbitrator(s) shall
be final and binding
on the Joint
Venturers, and
judgment may
be entered in
conformity with
the decision in any
court having jurisdiction.
The agreement
to arbitration shall
be specifically enforceable
under the prevailing arbitration
law. During
the continuance of
any arbitration proceeding,
the parties shall continue
to perform their
respective obligations under
this Agreement.




    	9



    	 



    

 


Miscellaneous
Partition. The
Joint Venturers
hereby mutually
waive any
right of partition
which they
may have
with respect
to the Joint
Venture and
any noncash assets
of the Joint
Venture.


 


Fees
and Commissions.
Each Joint
Venturer hereby
represents and warrants
to the other
that it
has not incurred
or obligated the
Joint Venture
for any brokerage,
finder's or other
similar fees
or commissions
in connection with
the transactions covered
by this Agreement
or in connection
with acquiring
the Joint Venture
or forming
this Joint
Venture. Each
Joint Venturer
hereby agrees to
indemnify and
hold harmless
the other from
and against all
liabilities, costs, damages
and expenses from any
breach or alleged
breach of the
foregoing representation.


 


Waiver.
Failure on the
part of either
Joint Venturer
to complain
of any act
of the other
Joint Venturer or
to declare the
other Joint Venturer
in default, irrespective
of how long
such failure continues,
shall not constitute
a waiver
by such Joint
Venturer of
its rights hereunder.
No waiver
of, or consent
to, any breach
or default shall
be deemed
or construed to
be a waiver
of, or consent
to, any future
breach or default.


 


Severability.
If any provision
of this Agreement
or the application
thereof shall be
determined by
a court of
competent jurisdiction
to be invalid
and unenforceable, the
remainder of
this Agreement and
the application of
the other provisions
herein contained shall
not be affected
thereby, and all
such other provisions
shall remain
effective and in
force and shall
be enforced
to the fullest
extent permitted
by law.


 


Binding Effect. This Agreement shall
inure to the benefit of and be binding upon the Joint Venturers, and their heirs, successors and assigns.


 


Duplicate Originals. This Agreement
may be executed in duplicate, with each such duplicate to be considered an original for all purposes.




    	10



    	 



    

 


Construction of Agreement. (a) The captions
contained in this Agreement are inserted only as a matter of convenience and in no way define, limit. extend or describe the scope
of this Agreement or the intent of any provision thereof. (b) As used herein, the word "person'' shall include the individuals,
corporations, partnerships and other entities of any type. In this Agreement, the use of any gender shall be applicable to all
genders, and the singular shall include the plural, and the plural shall include the singular.


 


Other Activities of Joint Ventures.
Any Joint Venture may engage in other business ventures of every nature and neither the Joint Venture nor the other Joint Venture
shall have any right in such independent ventures or the income and profits derived therefrom.


 


Entire Agreement. This Agreement is
intended by the Joint Ventures to be the final expression of their agreement and the complete and exclusive statement of the terms
thereof, notwithstanding any representations or statements to the contrary heretofore made.


 


Amendments. This Agreement may be amended
by the Parties hereto at any time prior; provided, however, that any amendment must be by an instrument or instruments in writing
signed and delivered on behalf of each of the Parties hereto.


 


Governing Law; Consent to Personal Jurisdiction.
This Agreement shall be governed by the laws of the State of New York without regard for conflicts of laws principles. Each Joint
Venture hereby expressly consents to the personal jurisdiction of the state and federal courts located in the state of New York
for any lawsuit filed there against any party to this Agreement by any other party to this Agreement concerning the Joint Venture
or any matter arising from or relating to this Agreement.


 


In witness whereof the Joint Venturers have
signed and sealed this Agreement. Executed by the Joint Ventures named above with the intent of being legally bound.


 


	/s/ Thomas Guerriero	7-10-2014
	
        CIT University a division of Oxford City Football
        Club, Inc.

        (Stock Symbol: OXFC)
	Date
	 	 
	/s/ Thomas Guerriero	7-10-2014
	Thomas Anthony Guerriero	Date
	 	 
	/s/ Syed Gilani	7-10-2014
	Z-Square Technology LLC	Date
	 	 
	/s/ Syed Gilani	7-10-2014
	Syed Gilani	Date


 








    	11