Joint
Venture Agreement


 


This Joint
Venture Agreement ("Agreement"), made on November 23, 2014 by and between CIT University a division of Oxford City Football
Club, Inc. (Stock Symbol: OXFC), of 10 Fairway Drive Suite 302, Deerfield Beach, Florida 33441 and Z Square Technology, Inc., of
1 Broadway 14th FL, Cambridge, Massachusetts 02142. The parties are hereinafter sometimes referred to together as the "Joint
Venturers" or the "Parties" and individually as a "Joint Venturer" 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
Virgin Islands Motor Vehicles Commercial Driver’s License project. Z Squared Technology will provide the actual creation,
development, and management of all technology provided to the Virgin Islands. (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 Venturers agree as follows:


 


Name.
The parties hereby form and establish a Joint Venture to be conducted under the name of CIT University's Knowledge Testing Virgin
Islands DMV for NCDL & CDL, (hereinafter referred to as 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.


 


Place
of Business & Term. The principal place of business of the Joint Venture shall be located at 10 Fairway Drive, Suite 302
Deerfield beach, FL 33441. 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 Venturers form this Joint Venture to: OXFC to provide the funding for the development of the technology for the Virgin
Islands project. Z Squared Technology will provide the actual creation, development, and management of all technology provided
to Virgin Islands. To the extent set forth in this Agreement, each of the Joint Venturers 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
Venturers.


 


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


 


Capital.
Separate capital accounts shall be maintained for each Joint Venturer 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 Venturers, for the purpose of this Joint Venture, is the sum set after the name of each Joint Venturer as
follows:


 


CIT University
a division of Oxford City Football Club, Inc. (Stock Symbol: OXFC)$150,000.00 Z Square Technology, Inc. $0.00


 


The Joint
Venturers shall make such other capital contributions required to enable the Joint Venture to carry out its purposes as set forth
herein as the Joint Venturers may mutually agree upon. The Joint Venturers 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 Venturers. The Joint Venturers shall endorse, assume, or guarantee such obligations of
the Joint Venture as the Joint Venturers may mutually agree upon.


 


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


 


CIT University
a division of Oxford City Football Club, Inc. (Stock Symbol: OXFC) 50 Z Square Technology, Inc. 50


 


Payments.
The entire gross payment of $165,000.00 USD will be paid directly to Oxford City Football Club, Inc. directly from DC Office of
Contracting and Procurement.


 


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


 


Corporate
Guarantee. The payment of $165,000.00 USD expected in the following breakdown.


$50,000
USD paid no later than 60 days from the date of this contract.


 


$115,000
USD will be paid no later than 90 Days. If either payment is late an additional monthly late fee of $25,000 will be assessed and
added to the gross loan amount.


 


Z Squared
Technologies, Inc. guarantees they will make a payment in the amount $165,000 USD. Z Squared Technology, Inc. agrees to secure
this $165,000 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 Technologies, Inc. guarantee that no change in ownership will occur until payment
is made to Oxford City Football Club, Inc.


 


Z Squared
Technology, Inc. Directors Personal Guarantee. A Board meeting has commenced on November 23rd, 2014 and the Board of Directors
of Z Squared unanimously voted to all personally guarantee the successful payment of $165,000.00 USD, which the first payment will
be paid in 30 days from the date of this contract 30 days from the date of this contract. For any reason if this $165,000 USD is
not received in full by 90 days from the date of this contract, All directors of Z Squared Technology, Inc. guarantee they will
collectively or individually make a payment personally in the amount $165,000 USD plus any and all interest costs, late costs,
collection fees, legal fees. They all agree agrees to secure this $165,000 USD amount owed to Oxford City Football Club, Inc. against
any and all of their personal assets.




    	2



    	 



    

 


 


Personal
Guarantee. The payment of $50,000 USD will be paid in 30 days from the date of this contract. For any reason if this total
of $165,000 USD is not received by 90 days from the date of this contract, Syed Gilani guarantees he will make a payment personally
in the amount $165,000 USD plus all interest costs, late costs, collection fees, legal fees. Syed Gilani agrees to secure this
$165,000 USD amount plus all interest costs, late costs, collection fees, legal fees owed to Oxford City Football Club, Inc. against
any and all of his personal assets.


 


Duties
of Joint Venturers.


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 $150,000 USD.


 


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


 


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


 


(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 security interest of any kind) upon any property or assets of the Joint Venture;


 


(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.


 


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.




    	3



    	 



    

 


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 limitation, 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 patentable), works of authorship (whether or not protected under copyright
laws), information, algorithms, procedures, notes, summaries, descriptions and development results related to any materials, packaging,
products, know-how and methods of manufacturing thereof.


 


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.




    	4



    	 



    

 





(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 1.1(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.


 


2.          
Notwithstanding anything to the contrary herein, Confidential Information 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 Information (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 Information. 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.




    	5



    	 



    

 


6.          
Each Party warrants that it is the rightful owner of the Confidential Information 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 Information as the Receiving Party is advised by counsel is legally required to be
disclosed; and (d) cooperate with the Disclosing Party in its efforts to obtain an order or other reliable assurance that confidential
treatment be accorded to that portion of the Confidential Information that is required to be disclosed.


 


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 law 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 Venturer, whether arising in contract, tort
or otherwise, shall be solely the debts, obligations and liabilities of such Joint Venturer, and no other Party shall be obligated
for any such debt, obligation or liability of such Joint Venturer 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.




    	6



    	 



    

 


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 Venturer may sell, transfer, assign
or encumber its interest in the Joint Venture, or admit additional Joint Venturers, without the prior written consent of the other
Joint Venturer. 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 Venture, the Joint Venturers 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 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.




    	7



    	 



    

 


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.


 


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




    	8



    	 



    

 


Entire
Agreement. This Agreement is intended by the Joint Venturers 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 will be governed by the laws of the State of New York without regard
for conflicts of laws principles. Each Joint Venturer 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 Venturers name above with the intent
of being legally bound.


 


	/s/ Thomas Guerriero	11-24-2014
	
        CIT University
        a division of Oxford City Football Club, Inc.

        (Stock
        Symbol: OXFC)
	Date
	 	 
	/s/ Thomas Guerriero	11-24-2014
	Thomas Anthony Guerriero	Date
	 	 
	/s/ Syed Gilani	11-24-2014
	Z-Square Technology LLC	Date
	 	 
	/s/ Syed Gilani	11-24-2014
	Syed Gilani	Date


 








    	9