Common use of License Fees and Reporting Clause in Contracts

License Fees and Reporting. 5.1 In consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor a royalty in the amount of 5% of the Licensee's Cash Sales. Royalties with respect to Cash Sales shall be paid monthly to Licensor within [***] of the end of the applicable month. Payments will be made in U.S. Dollars. 5.2 Licensee shall render to Licensor, a written statement, in such form as Licensor may reasonably request, setting forth the Trainings sold during each month Accounting Period, the applicable sales price, and such other information as Licensor may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep such written records respecting the sales of Trainings as Licensor may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold hereunder, as well as any other tax based upon Licensee's use of the Licensed Intellectual Property in connection with the Business. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.

License Fees and Reporting. 5.1 7.1 In partial consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor Rich Dad a royalty in the amount of 5% *** of the Licensee's Cash Salesgross revenue. Royalties with respect to Cash Sales activities within an Accounting Period shall be paid monthly to Licensor Rich Dad within [***] 30 days of the end of the applicable monthAccounting Period except that no royalties or license fees shall be paid to Rich Dad prior to one hundred fifty (150) days following the initial free customer acquisition Seminar. Payments will be made in U.S. DollarsDollars and shall be considered to have been made when received by Rich Dad at its principal place of business. 5.2 7.2 Gross revenue shall be considered realized when received by Licensee and shall be net of any separately itemized taxes, shipping, rebates, and discounts. 7.3 For each Accounting Period, the Licensee shall render to LicensorRich Dad, a written statement, in such form as Licensor Rich Dad may reasonably request, setting forth the Trainings sold place, date, subject and attendance of seminars provided by Licensee during each month the Accounting Period, the applicable sales admission price, and such other information as Licensor Rich Dad may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep keep-such written records respecting seminars and attendance thereat put on by the sales of Trainings Licensee as Licensor Rich Dad may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor Rich Dad or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 7.4 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold seminars hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property Rich Dad Business Information, or Licensed Marks in connection with the Business. 5.4 Notwithstanding the foregoing, subject to and in accordance seminars. [***] Confidential treatment requested. Omitted portions have been filed separately with the terms Securities and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basisExchange Commission.

License Fees and Reporting. 5.1 In consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor a royalty in the amount of 5% [***] of the Licensee's Cash Sales. Royalties with respect to Cash Sales shall be paid monthly to Licensor within [***] of the end of the applicable month. Payments will be made in U.S. Dollars. 5.2 Licensee shall render to Licensor, a written statement, in such form as Licensor may reasonably request, setting forth the Trainings sold during each month Accounting Period, the applicable sales price, and such other information as Licensor may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep such written records respecting the sales of Trainings as Licensor may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold hereunder, as well as any other tax based upon Licensee's use of the Licensed Intellectual Property in connection with the Business. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) [***] of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) [***] of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.

License Fees and Reporting. 5.1 7.1 In partial consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor WIN a royalty in the amount of 5% *** of the Licensee's Cash Salesgross revenue. Royalties with respect to Cash Sales activities within an Accounting Period shall be paid monthly to Licensor WIN within [***] 30 days of the end of the applicable monthAccounting Period, except that no royalties or license fees shall be paid to WIN prior to one hundred fifty (150) days following the initial free customer acquisition Seminar. Payments will be made in U.S. DollarsDollars and shall be considered to have been made when received by WIN at its principal place of business. 5.2 7.2 Gross revenue shall be considered realized when received by Licensee and shall be net of any separately itemized taxes, shipping, rebates, and discounts. 7.3 For each Accounting Period, the Licensee shall render to LicensorWIN, a written statement, in such form as Licensor WIN may reasonably request, setting forth the Trainings sold place, date, subject and attendance of seminars provided by Licensee during each month the Accounting Period, the applicable sales admission price, and such other information as Licensor WIN may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep keep-such written records respecting seminars and attendance thereat put on by the sales of Trainings Licensee as Licensor WIN may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor WIN or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 7.4 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold seminars hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property WIN Business Information, or Licensed Marks in connection with the Businessseminars. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.

License Fees and Reporting. 5.1 In consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor a royalty in the amount of 5% [***] of the Licensee's ’s Cash Sales. Royalties with respect to Cash Sales shall be paid monthly to Licensor within [***] of the end of the applicable month. Payments will be made in U.S. Dollars. 5.2 Licensee shall render to Licensor, a written statement, in such form as Licensor may reasonably request, setting forth the Trainings sold during each month Accounting Period, the applicable sales price, and such other information as Licensor may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep such written records respecting the sales of Trainings as Licensor may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property in connection with the Business. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("“RPA"”) by and between Licensee as "“Company" ” and Licensor as "“Holder" ” (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "“Note" ” and collectively, the "“Notes"”) as payment for up to fifty percent (50%) [***] of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) [***] of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "“Preferred Stock" ” shall mean shares of the Company's ’s Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "“Certificate of Designation"”). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.

License Fees and Reporting. 5.1 7.1. In partial consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor WIN a royalty in the amount of 5% *** of the Licensee's Cash Salesgross revenue. Royalties with respect to Cash Sales activities within an Accounting Period shall be paid monthly to Licensor WIN within [***] 30 days of the end of the applicable monthAccounting Period, except that no royalties or license fees shall be paid to WIN prior to one hundred fifty (150) days following the initial free customer acquisition Seminar. Payments will be made in U.S. DollarsDollars and shall be considered to have been made when received by WIN at its principal place of business. 5.2 7.2. Gross revenue shall be considered realized when received by Licensee and shall be net of any separately itemized taxes, shipping, rebates, and discounts. 7.3. For each Accounting Period, the Licensee shall render to LicensorWIN, a written statement, in such form as Licensor WIN may reasonably request, setting forth the Trainings sold place, date, subject and attendance of seminars provided by Licensee during each month the Accounting Period, the applicable sales admission price, and such other information as Licensor WIN may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep keep-such written records respecting seminars and attendance thereat put on by the sales of Trainings Licensee as Licensor WIN may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor WIN or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 7.4. Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold seminars hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property WIN Business Information, or Licensed Marks in connection with the Businessseminars. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.

License Fees and Reporting. 5.1 In consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor a royalty in the amount of 5% of the Licensee's ’s Cash Sales. Royalties with respect to Cash Sales shall be paid monthly to Licensor within [***] of the end of the applicable month. Payments will be made in U.S. Dollars. 5.2 Licensee shall render to Licensor, a written statement, in such form as Licensor may reasonably request, setting forth the Trainings sold during each month Accounting Period, the applicable sales price, and such other information as Licensor may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep such written records respecting the sales of Trainings as Licensor may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property in connection with the Business. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("“RPA"”) by and between Licensee as "“Company" ” and Licensor as "“Holder" ” (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "“Note" ” and collectively, the "“Notes"”) as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "“Preferred Stock" ” shall mean shares of the Company's ’s Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "“Certificate of Designation"”). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.

License Fees and Reporting. 5.1 7.1 In partial consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor WIN a royalty in the amount of 5% of the Licensee's Cash Sales***. Royalties with respect to Cash Sales activities within an Accounting Period shall be paid monthly to Licensor WIN within [***] 30 days of the end of the applicable monthAccounting Period, except that no royalties or license fees shall be paid to WIN prior to one hundred fifty (150) days following the initial free customer acquisition Seminar. Payments will be made in U.S. DollarsDollars and shall be considered to have been made when received by WIN at its principal place of business. 5.2 7.2 Gross revenue shall be considered realized when received by Licensee and shall be net of any separately itemized taxes, shipping, rebates, and discounts. 7.3 For each Accounting Period, the Licensee shall render to LicensorWIN, a written statement, in such form as Licensor WIN may reasonably request, setting forth the Trainings sold place, date, subject and attendance of seminars provided by Licensee during each month the Accounting Period, the applicable sales admission price, and such other information as Licensor WIN may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep keep-such written records respecting seminars and attendance thereat put on by the sales of Trainings Licensee as Licensor WIN may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor WIN or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 7.4 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold seminars hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property WIN Business Information, or Licensed Marks in connection with the Businessseminars. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.

License Fees and Reporting. 5.1 7.1 In partial consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor Rich Dad a royalty in the amount of 5% of the Licensee's Cash Sales***. Royalties with respect to Cash Sales activities within an Accounting Period shall be paid monthly to Licensor Rich Dad within [***] 30 days of the end of the applicable monthAccounting Period except that no royalties or license fees shall be paid to Rich Dad prior to one hundred fifty (150) days following the initial free customer acquisition Seminar. Payments will be made in U.S. DollarsDollars and shall be considered to have been made when received by Rich Dad at its principal place of business. 5.2 7.2 Gross revenue shall be considered realized when received by Licensee and shall be net of any separately itemized taxes, shipping, rebates, and discounts. 7.3 For each Accounting Period, the Licensee shall render to LicensorRich Dad, a written statement, in such form as Licensor Rich Dad may reasonably request, setting forth the Trainings sold place, date, subject and attendance of seminars provided by Licensee during each month the Accounting Period, the applicable sales admission price, and such other information as Licensor Rich Dad may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep keep-such written records respecting seminars and attendance thereat put on by the sales of Trainings Licensee as Licensor Rich Dad may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor Rich Dad or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 7.4 Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold seminars hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property Rich Dad Business Information, or Licensed Marks in connection with the Business. 5.4 Notwithstanding the foregoing, subject to and in accordance seminars. [***] Confidential treatment requested. Omitted portions have been filed separately with the terms Securities and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basisExchange Commission.

License Fees and Reporting. 5.1 7.1. In partial consideration of the Licenses granted hereunder, the Licensee shall pay to Licensor Rich Dad a royalty in the amount of 5% *** of the Licensee's Cash Salesgross revenue. Royalties with respect to Cash Sales activities within an Accounting Period shall be paid monthly to Licensor Rich Dad within [***] 30 days of the end of the applicable monthAccounting Period except that no royalties or license fees shall be paid to Rich Dad prior to one hundred fifty (150) days following the initial free customer acquisition Seminar. Payments will be made in U.S. DollarsDollars and shall be considered to have been made when received by Rich Dad at its principal place of business. 5.2 7.2. Gross revenue shall be considered realized when received by Licensee and shall be net of any separately itemized taxes, shipping, rebates, and discounts. 7.3. For each Accounting Period, the Licensee shall render to LicensorRich Dad, a written statement, in such form as Licensor Rich Dad may reasonably request, setting forth the Trainings sold place, date, subject and attendance of seminars provided by Licensee during each month the Accounting Period, the applicable sales admission price, and such other information as Licensor Rich Dad may reasonably request to verify the royalty payments due hereunder. Such statement shall be provided whether or not a royalty payment for the Accounting Period is to be made. The Licensee shall keep keep-such written records respecting seminars and attendance thereat put on by the sales of Trainings Licensee as Licensor Rich Dad may reasonably request so that royalties payable hereunder may be accurately determined, and shall permit such records to be examined by Licensor Rich Dad or its authorized representative upon reasonable prior written notice at any reasonable time during regular business hours to verify the records, reports and payments herein provided. 5.3 7.4. Licensee shall be responsible for, and shall pay, all sales, value added and similar taxes, if any, which may be imposed on any receipts of the Trainings sold seminars hereunder, as well as any other tax based upon Licensee's ’s use of the Licensed Intellectual Property Rich Dad Business Information, or Licensed Marks in connection with the Businessseminars. 5.4 Notwithstanding the foregoing, subject to and in accordance with the terms and conditions of that certain Royalty Payment Agreement dated March 15, 2013 ("RPA") by and between Licensee as "Company" and Licensor as "Holder" (which RPA Licensor and Licensee hereby each ratify and affirm), Licensee may, at its option, issue and deliver and Licensor agrees to accept at a convertible promissory note in substantially the form provided for in the RPA (each, a "Note" and collectively, the "Notes") as payment for up to fifty percent (50%) of each royalty payment owing under the terms of the Licensing Agreement. In addition, the Licensee may, with the consent of Licensor, issue and deliver and Licensor agrees to accept a Note as payment for up to one hundred percent (100%) of each royalty payment owing under the terms of the Licensing Agreement. The principal amount of each Note shall equal the portion of such royalty payment that the Company has elected to pay via a Note. Each Note shall automatically convert into shares of Preferred Stock upon a Change of Control as provided in such Note. For purposes of this Agreement, the term "Preferred Stock" shall mean shares of the Company's Series A Preferred Stock pursuant to the Certificate of Designation in substantially the form attached provided for in the RPA (the "Certificate of Designation"). In the event of a conflict between the terms and conditions of this Agreement and those of the RPA, the term and conditions of the RPA shall control. Licensor and Licensee agree that any subsequent cash payment of royalties under this Agreement shall first be applied to any outstanding balances on the Notes on a first in, first out basis.