Oxford City Football Club (Trading) Limited


 


VOTING AGREEMENT


 


THIS VOTING AGREEMENT (the "Agreement")
is made and entered into as of this 1st day of July 2013, by and among all the stockholders and directors of Oxford City Football
Cl .b (Trading) Limited, with the company number 03127905. Oxford City Football CIL b (Trading) Limited registered office is at
8 Trinity Close, Abingdon, Oxfordshire, OX14 2Q (the "Company").


 


WITNESSETH


 


WHEREAS, in connection
with a tie breaking vote in any Board of Directors vote for the Company.


 


Now, THEREFORE,
in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


1.                  
VOTING.


 


1.1   
Election and Removal of Directors by the Shareholders of the Company. On all matters
relating to the election and removal of directors of the Company, the shareholders of the Company agree to vote in the following
manner:


 


(a)                
Oxford City Youth Football Club Limited has the right to appoint five (5) Board members
or less to put forth a cumulative amount equal to their five (5) votes and their 50% equity interest in the Company


 


(b)                
Oxford City Football Club, Inc. has the right to appoint four (4) Board members or less
to put forth a cumulative amount to equal their four (4) votes and 49% equity interest in the Company.


 


(c)                
Guerriero, LLC has the right to appoint one (1) Board member to equal their one (1) vote
and l% equity interest in the Company.


 


(d)                
Guerriero, LLC agrees to vote as directed by Oxford City Football Club, Inc.


 


The shareholders acknowledge that
each member of the Board of Directors has one vote.


 


1.2               
Board of Directors.


 


The members of the Board
of Directors have the authorization to enter into this agreement and each agrees to vote in accordance with, the provisions of
this Agreement.




    	 



    	 



    

 


1.3               
Tie Breaking Vote for the Board of Directors.


 


In the case of a tie
when voting, all the members of the Board of Directors have agreed to give the  Managing Director and all successors of
Oxford City Football Club, Inc. a Florida Corporation, the authority to be the deciding vote on any and all ties on any
vote.


 


List of Successors Of The Managing Director
Position for Oxford City Football Club, Inc.


A Florida Corporation


 


1. Cohn Taylor (Current Managing Director)


2. Paul Cotterell (1st Successor)


3. Paul Townsend (2nd Successor)


4. The successor Lo current Managing Director,
Oxford City Youth FC Ltd


5. To be appointed as needed by Oxford City
Football Club, Inc. (Florida Corporation)


 


IN WITNESS WHEREOF, the parties hereto
have executed this VOTING AGREEMENT as of the date first above written.


 


ALL SHAREHOLDERS OF THE COMPANY ALL DIRECTORS
OF THE COMPANY 


 


	Represented By:	Represented By:
	 	 
	/s/ Thomas Guerriero	/s/ Brian Cox
	Thomas Guerriero	Chairman
	CEO & President	Oxford City Football Club (Trading) Limited
	Oxford City Football Club, Inc.	 
	 	 
	/s/ Thomas Guerriero	 
	Thomas Guerriero	 
	Managing Partner	 
	Guerriero, LLC	 
	 	 
	/s/ Brian Cox	 
	Chairman	 
	Oxford City Youth Football Club Limited	 
	an incorporated charity	 


 








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