Exhibit 10.2


 


10.2                        Settlement
Agreement and Release dated May 26, 2010 by and among Tigrent, Inc.,
Rich Global, LLC and Rich Dad Operating Company, LLC


 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


Rich Global, LLC, a
Wyoming limited liability company, with its principal place of business at 4330
N. Civic Center Plaza, Suite 100, Scottsdale, Arizona 85251 (“RG”), Tigrent Inc., a Colorado corporation, with its
principal place of business at 1612 E. Cape Coral Parkway, Cape Coral, Florida
33904 (“Tigrent”), Rich Dad Education, LLC, a
Wyoming limited liability company, with its principal place of business at 1612
E. Cape Coral Parkway, Cape Coral, Florida 33904 (“RDE”),
and Rich Dad Operating Company, LLC, a Nevada limited liability company, with its
principal place of business at 4330 N. Civic Center Plaza, Suite 100,
Scottsdale, Arizona 85251 (“RDOC”) (each, a
“Party” and collectively, the “Parties”) hereby enter into this Settlement Agreement and
Release (“Agreement”) effective March 16, 2010 (the “Effective
Date”). 
RDOC is an intended third-party beneficiary to certain rights
established within this Agreement.


 


RECITALS


 


WHEREAS, the Parties are parties to a certain
Letter of Intent dated March 16, 2010;
and


 


WHEREAS, the Letter of Intent calls for the
Parties to enter into certain additional agreements, including this Agreement;


 


NOW,
THEREFORE, in
consideration of the mutual promises and obligations contained herein, the
Parties agree as follows:


 


COVENANTS


 


Section 1                                             Settlement
Terms


 


Section 1.1           Equity
Grant.  In settlement of the claims set forth herein,
Tigrent hereby agrees to transfer to RDE, without additional consideration from
RDE or RG, an aggregate of 1,290,000
shares of Tigrent’s common stock, which represents a 9.9% ownership
interest in Tigrent on a fully-diluted basis (the “Shares”).


 


Section 1.2           Redemption
of RDE Membership Interest.  RDE hereby redeems RG’s entire membership
interest in RDE (49%) in exchange for RDE’s distribution
to RG of (a) the Shares and (b) the Data Base (as defined below) both free and
clear of any liens or encumbrances.


 


Section 1.3           Shares
Distribution.  RDE hereby distributes concurrently to RG the
Shares, free and clear of any liens or encumbrances.  Once Tigrent has completed the issuance of
shares to RG, RG shall promptly file on its own behalf a Form 13 D filing, indicating that RG
holds in excess of 5% of the
outstanding shares in Tigrent.  Tigrent
shall reimburse RG for certain of RG’s expenses in connection with this filing
pursuant to Section 10.3 of this
Agreement.  The Shares issued herein
shall be subject to a separate shareholder rights agreement, which will include
piggyback rights and demand rights exercisable after January 1,
2011, in the form attached hereto as Exhibit A
(the “Registration Rights Agreement”).


 


Section 1.4           Data
Base Distribution. The “Data Base” means the Data Base referenced in Section 2.8 of the Rich Dad Education, LLC Limited
Liability Company Agreement (“Operating Agreement”).  RDE hereby agrees to immediately distribute
the Data Base to RG.  The Parties hereby
agree that: (a) RG will be the sole owner
of the leads contributed to the Data Base by the Company so long as RG uses and
discloses each lead in conformance with the privacy policy under which it was
collected and all applicable law and (b) Tigrent
forfeits its rights in the Leads and will have access to and use the Leads
solely as permitted by the Cooperative Marketing and Advertising Agreement
contemplated by this Agreement.  RG
assumes 


 


1

















 


responsibility
for and will comply with all current and future laws, rules, regulations and
official guidelines regarding the distribution of the Data Base to RG as
contemplated herein or the use or disclosure of any information within the Data
Base, including any use or disclosure by RG to Tigrent or PEI (as defined
below).


 


Section 1.5           Cooperative
Marketing and Advertising Agreement.  In addition to the other agreements
contemplated by this Agreement, Tigrent and RDOC will enter into a Cooperative
Marketing and Advertising Agreement (“Cooperation Agreement”).  Tigrent and RG will use best efforts to join
Legacy Learning, LLC, a Delaware limited liability company dba Professional
Education Institute (“PEI”) to the
Cooperation Agreement as well.  The
Cooperation Agreement is intended to align the interests of all 3 companies that are core to the Rich Dad brand, and to
create and implement a cross-company marketing strategy that is transparent,
creates a seamless experience for Rich Dad customers and is fair to all the
partners.


 


Section 1.6           RG
Specific Release.  RG on
behalf of itself, Robert T. Kiyosaki, Kim Kiyosaki, CASHFLOW Technologies, Inc.,
RDOC and their affiliates, past, present and future officers, directors,
shareholders, parent corporations, subsidiary corporations, agents, attorneys,
and employees (the “RG Parties”)
hereby fully and forever release, remise and discharge RDE, Tigrent, its past,
present and future officers, directors, shareholders, parent corporations,
subsidiary corporations, agents, attorneys, and employees (each a “Tigrent Party”), of and from certain claims and demands
arising out of the relationship between the parties, any agreement executed
between the parties, including the Administrative Services Agreement, the WIN
License Agreement, the Rich Dad Operating Agreement and the Rich Dad License
Agreement (each as defined below), which are specifically limited to: any and
all such claims and demands directly or indirectly, known or unknown, suspected
or unsuspected but arising out of claims and demands previously made by RG
related to (each of the following are individually and collectively referred to
herein as the “RG Claims”):


 


Section 1.6.1                                                                         Expenditures.  Past expenditures related to the operation of
RDE of approximately $583,075; and


 


Section 1.6.2                                                                         Claims.  The release of specified Claims related to
the operations of RDE approximately $10,050,000, detailed as follows:


 


Section 1.6.2.1                                                               Rich
Global had been underpaid $1,050,339 in
royalties as of the date of the Notice;


 


Section 1.6.2.2                                                               Whitney
Education Group (“WEG”) has
failed to ensure that state sales tax payments are made on a timely basis,
subjecting RDE to penalties in addition to the tax payments;


 


Section 1.6.2.3                                                               WEG
had been overpaid in excess of $4,000,000 in
management fees as of the date of the Notice pursuant to the only effective
agreements in place;


 


Section 1.6.2.4                                                               The
offset credit of $5,000,000 that WEG claimed
against RDE for fulfilling RDE’s obligation to students who do not attend the
seminars for which they paid by sending those students DVDs of the course
materials;


 


Section 1.6.2.5                                                               allegations
of brand damage in an unspecified amount; and


 


Section 1.6.2.6                                                               any
and all claims alleged by RG in its purported letter of default dated March 27, 2009.


 


Section 1.6.3                                                                         Limitation
on Release. Notwithstanding the
specific nature of the release of the RG Claims, this Section 1.6
will not apply to any claims for indemnification or contribution
based on or arising out of claims made by the Learning Annex.


 


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Section 1.6.4                                                                         Covenant
Not to Sue.  RG, on behalf of itself and each RG Party,
covenants not to sue or to initiate any legal or administrative proceeding
against any Tigrent Party with regard to any or all of the RG Claims released
in this Agreement.


 


Section 1.7           Tigrent
General Release.  Tigrent, on behalf of itself and the Tigrent
Parties, hereby fully and forever releases, remises and discharges the RG
Parties, of and from any and all claims and demands of every kind and nature,
known and unknown, regarding the RG Parties, or arising out of the relationship
between the parties, any agreement executed between the parties, including the
Administrative Services Agreement, the WIN License Agreement, the Rich Dad
Operating Agreement and the Rich Dad License Agreement, or arising out of any
liability due or fees and expenses owed by any RG Party to any Tigrent Party at
any time prior to and including the execution date hereof, suspected and
unsuspected, disclosed and undisclosed, including, without limitation, with
respect to all claims and demands for breach of contract, promissory estoppel,
detrimental reliance, fraud, and misrepresentation, and for any and all damages
actual and consequential, past, present and future, claims for attorneys fees,
and all other forms of relief (the “Tigrent Claims”).


 


Section 1.7.1                                                                         Limitation
on Release. Notwithstanding the
general nature of the release, this Section 1.6
will not apply to any claims for indemnification or contribution based on or
arising out of claims made by the Learning Annex.


 


Section 1.7.2                                                                         Covenant
Not to Sue. Tigrent, on behalf of
itself and each Tigrent Party, hereby covenants not to sue or to initiate any
legal or administrative proceeding against any RG Party with regard to any or
all Tigrent Claims released in this Agreement.


 


Section 2                                             Student
Fulfillment. Tigrent retains sole
responsibility for fulfillment of the student coursework, including but not
limited to the student course work related to RDE.  Tigrent agrees to fulfill all student course
work required by those students who paid for RDE basic training, Rich U or
Tigrent’s Advanced Training.  Further,
Tigrent covenants and agrees that, subject to the provisions of that certain
Licensing Agreement dated as of March 16, 2010
by and among RDOC and Tigrent (the “2010 License Agreement”)
and the attainment of the Reserve Goal set forth therein, it will maintain a
cash position of not less than 30%
of its deferred revenue, so as to have ample funds to address student
fulfillment.


 


Section 3                                             Terminated
and Additional Agreements.


 


Section 3.1           Terminated
Agreements.  The Parties hereby agree to terminate the
following agreements as of the Effective Date, through the Termination
Agreements attached hereto:


 


Section 3.1.1                                                                         Administrative
Services Agreement by and between Tigrent Group Inc. formerly known as Whitney
Education Group, Inc. and RDE dated July 18,
2006, as amended, if any (the “Administrative Services
Agreement”), attached hereto as Exhibit B;


 


Section 3.1.2                                                                         License
Agreement by and between Tigrent formerly known as Whitney Information Network, Inc.,
as licensor and RDE, as licensee dated July 18,
2006, as amended, if any (the “Tigrent License Agreement”),
attached hereto as Exhibit C;
and


 


Section 3.1.3                                                                         License
Agreement by and between RG as licensor and RDE as licensee dated July 18, 2006 (the “RG License
Agreement”), attached hereto as Exhibit D.  Any Royalties due and owing as of the
termination date shall paid payable to RG by RDE in accordance with the royalty
rates set forth in the 2010 License
Agreement (as set forth below).


 


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Section 3.2           Additional
Agreements.  In addition to this Agreement, the Parties
hereby agree to execute (or cause the execution of) the following additional
agreements as of the Effective Date:


 


Section 3.2.1                                                                         Cooperation
Agreement as set forth in Section 1.5 above;


 


Section 3.2.2                                                                         The
2010 License Agreement in the form
attached hereto as Exhibit E
by and between RDOC and Tigrent (“2010 License Agreement”);


 


Section 3.2.3                                                                         Registration
Rights Agreement; and


 


Section 3.2.4                                                                         Cash
Collateral and Escrow Agreement by and among Tigrent, RDOC, and U.S. Bank,
N.A., an escrow agent qualified in the form attached hereto as Exhibit F.


 


Section 4                                             Winding
Up and Dissolution of RDE.  Tigrent agrees to take reasonable steps to
promptly wind up and dissolve RDE.  The parties agree that RDE will
conduct no new business of any form. 
Tigrent acknowledges that 1 of the
effects of the RDE’s redemption of RG’s interest in RDE is that Tigrent will be
solely responsible for any and all liabilities related to the operation of
RDE.  Prior to the dissolution of RDE,
Tigrent shall (a) assume RDE’s
outstanding debts and liabilities, including but not limited to those
obligations and duties related to fulfillment of student course work and (b) transfer, deposit assign or
otherwise designate all funds from the accounts of RDE into Tigrent accounts.


 


Section 5                                             Tigrent
Board of Directors; Consultation Right on Certain Hires.  Tigrent will consult with Rich Dad prior to
hiring any Chief Executive Officer, Chief Financial Officer, or any officer
that reports directly to the Chief Executive Officer.  All information disclosed as part of the
search will be considered the Confidential Information (as defined in the 2010 License Agreement) of Tigrent and shall be subject to
the provisions of Section 4.1
of the 2010 License Agreement.


 


Section 6                                             Amendment
to Operating Agreement.  The Operating Agreement is hereby amended to
read as follows:


 


Section 6.1           Built
In Gain Property.  The Members hereby acknowledge and agree that
they have not contributed any property to a company where the Internal Revenue
Code (the “Code”)  Section 704 (b) book value of the property differs
from the contributing partner’s adjusted tax basis in such property.  There is no property contributed to the
company with built-in gains or built-in losses are commonly known as “Section 704 (c) property.”


 


Section 6.2           Amendment
and Restatement of Section 3.1.  Section 3.1
shall be deleted in its entirety and replaced with the following:


 


“3.1                   Distributions. 
Except as expressly set forth in Section 9
or as otherwise proved below, and subject to the provisions of Section 2.7 hereof, Members have no right to receive,
demand or expect any distributions of cash or property prior to
dissolution.  Each calendar quarter, the
Manager shall determine in its reasonable judgment Net Cash Flow, if available,
which shall be distributed to the Members, which distributions of Net Cash Flow
shall be made in the following priority:


 


“First,
proportionate to their respective Unreturned Capital Contributions until each
Member’s Unreturned Capital Contribution has been reduced to zero (the parties hereto 


 


4

















 


acknowledge that as of
the date of this Operating Agreement, Unreturned Capital Contributions for each
Member is zero);


 


“Second,
to the Members until their pro rata portion of their capital accounts are equal
to the percentage of profits interest as set forth on Exhibit A
of all capital account balances.


 


“Third,
Net Cash Flow shall be distributed to all Members based on their percentage of
profits interest as set forth on Exhibit A.


 


“Such distributions, if any, shall be made at
the times and in the amount and manner set forth in writing in a resolution of
the Manager.  Such distributions, if any,
shall be in cash, as determined by the Manager and shall be made within 60 days following the end of each calendar quarter during
which such Net Cash Flow is available.”


 


Section 6.3           Amendment
and Restatement of Section 4.1.  Section 4.1
shall be deleted in its entirety and replaced with the following:


 


“4.1                         Allocation of Profits and Losses.


 


“4.1.1               Profits shall be allocated and credited to the Capital
Accounts of the Members as follows and in the following order of priority:


 


“First,
among the Members in an amount equal to the Losses, if any, allocated to their
Membership Interests pursuant to Section 4.1.2
and not previously offset by Profits allocated to their Membership Interests
pursuant to this Section 4.1.1.  The Profits allocated pursuant to this Section 4.1.1 shall be allocated among such Members to
offset Losses on a year-by-year basis, with the Profits first offsetting the
Losses allocated in the year most recent to the year of such Profits allocation
and then to offset Losses in the preceding years with the most recent Losses
being offset first in the proportion that each such Member’s allocable share of
the Losses for each such years bears to the total Net Loss allocated for such
year; and


 


“Second,
to such Members, in proportion to their Profits Interest set forth on Exhibit A.


 


“4.1.2               Losses for each year shall be allocated and charged to
the Capital Accounts of the Members as follows and in the following order of
priority:


 


“First,
among the Members in an amount equal to the Profits previously allocated to the
Members and not previously offset by losses allocated pursuant to this Section 4.1.2. 
The Losses allocated pursuant to this Section shall
be allocated between the Members to offset Profits on a year-by-year basis,
with the Losses first offsetting the Profits allocated in the year most recent
to the year of such Profit allocation and then to offset Profits in the preceding
years, with the most recent Profit being offset first in the proportion that
each Members’ allocable share of the Profits for such year bears to the total
Profits allocated for such year;


 


“Second,
among such Members in an amount up to but not exceeding such Member’s positive
Capital Account in the proportion that each such Member’s Capital Account bears
to the aggregate Capital Accounts of all such Members;


 


5

















 


“Third,
among such Members in an amount up to be not exceeding their at-risk basis in
their Membership Interest under Code Sections 704(d) and
465 (which would permit the Members
with at-risk basis to incur negative capital accounts);


 


“Fourth,
any suspended Losses which have been allocated to a Member for which a Member
has no at-risk basis and for which the suspended Losses have been carried over
to another year in which the Member has no at-risk basis, and if such other
Member has at-risk basis, such gross income shall be reallocated from the Member
which has no at-risk basis to the Member which has the at-risk basis in an
amount equal to the Suspended Losses, at the earliest time practicable; and


 


“Thereafter, to
such Members, in proportion to their Profits Interest set forth on Exhibit A.”


 


Section 7                                             Recitation
of Prior Tax Status.  Tigrent managed the prior business as
Manager, and served as tax matters partner in that capacity.  Rich Global, LLC did not have any authority
to change or vary those decisions.


 


Section 8                                             Tax
Matters.


 


Section 8.1           The
Parties hereby agree that effective February 28, 2010,
at 11:59 p.m., RG has withdrawn as a
Member of RDE and that Tigrent, after such date is the sole member of RDE.  From and after such date, RG shall not be
allocated any items of income, loss or credit from the business or operations
of RDE.


 


Section 8.2           The
Parties acknowledge and agree that Tigrent has served as the Tax Matters Member
in connection with RDE.  The Tax Matters
Member was and is authorized and empowered to act for and represent RDE and each
of its members before the Internal Revenue Service in any audit or examination
of any RDE tax return and before any court selected by the Tax Matters Member
for judicial review of any adjustment assessed by the Internal Revenue Service
(“IRS”). 
The Parties specifically acknowledge that the Tax Matters Member shall
be liable to RG for any loss, damage, liability or expense suffered by RG on
account of any failure or action taken or omitted to be taken by the Tax
Matters Member in his or her capacity as “Tax Matters Member”
or in the preparation of tax returns, if the Tax Matters Member has not
discharged his or her duties as “Tax Matters Member”
in good faith and in the best interest of RG and RDE.  All reasonable out-of-pocket expenses
incurred by the Tax Matters Member in his or her capacity as such shall be
considered expenses of RDE for which the Tax Matters Member shall be entitled
to full reimbursement.  No reimbursement
shall be due or owing from RG in connection with Tigrent acting as a Tax Matters
Member. Nothing in this Section 1.2
shall limit the ability of the Members to take any action in their individual
capacity relating to tax audit matters that is left to the determination of an
individual member under Code Sections 6222-6232.


 


Section 8.3           Tax
Returns/Representations and Warranties.  Tigrent and the Tax Matters Member hereby
represent and warrant to RG that:


 


Section 8.3.1                                                                         RDE
has filed or caused to be filed (on a timely basis since 2006)
all federal, state and local income, employment and other tax returns (“Tax Returns”) that are or were required to be filed by or
with respect to the business and operations of RDE pursuant to applicable
state, local and federal laws (“Legal Requirements”).   Tigrent and the Tax Matters Member have
delivered to RDE true and correct copies of all federal and state income Tax
Returns filed since 2006.  RDE has paid, or made provision for the
payment of, all taxes that have or may 


 


6

















 


have become due by RDE pursuant to the Tax
Returns or otherwise (“Taxes”), or
pursuant to any assessment received by RDE and Tigrent, except such Taxes, if
any, which are being contested in good faith and as to for which adequate
reserves (determined in accordance with GAAP) have been provided and have
provided true, correct and accurate Form K-1s to
its members;


 


Section 8.3.2                                                                         The
United States federal and state income Tax Returns of RDE subject to the Taxes
have been audited by the IRS or are closed by the applicable statute of limitations
for federal tax purposes for all taxable years through 2005.  No audits are being contested as of the date
hereof.  Tigrent and the Tax Mattes
Member have not been given any notice of any audit or adjustments to the United
States federal income or state Tax Returns filed by RDE and RDE has not given
or been requested to give waivers or extensions (or is or would be subject to a
waiver or extension given by any other person) of any statute of limitations
relating to the payment of taxes of RDE or for which RDE may be liable;


 


Section 8.3.3                                                                         There
exists no proposed tax assessment against RDE. 
No consent to the application of Section 341(f)(2) of
the Internal Revenue Code has been filed with respect to any
property or assets held, acquired, or to be acquired by RDE. All taxes that RDE
is or was required by Legal Requirements to withhold or collect have been duly
withheld or collected and, to the extent required, have been paid to the proper
governmental body or other person;


 


Section 8.3.4                                                                         All
Tax Returns filed by RDE are true, correct, and complete other than federal and
state amended returns for 2007 to be
filed;


 


Section 8.3.5                                                                         As
of the end of 2008, RG’s tax capital account was
($2,142,240) of which ($565,938) resulted from tax losses from operations, which
losses were suspended for tax purposes because of the at-risk provisions of the
IRC (“Suspended Losses”).  $1,576,302 was
a withdrawal or distribution in 2008 for which
no income was allocated to RG as a result of such withdrawal or distribution;


 


Section 8.3.6                                                                         As
of the end of 2009 for the period commencing January 1, 2009 and ending December 31,
2009 (“2009 Tax Period”),
RG’s tax capital account is estimated to be ($2,398,405)
of which an additional ($0) resulted
from losses from operations, which losses were suspended for tax purposes
because of the at-risk provisions of the IRC and $256,165
was a withdrawal or distribution in 2009 for which
no income was allocated to RG as a result of such withdrawal or distribution;
and


 


Section 8.3.7                                                                         As
of February 28, 2010 for the period
commencing January 1, 2010 and ending February 28, 2010 (“2010 Stub Period”), RG’s tax capital account immediately
prior to the redemption of its units is estimated to be ($1,832,467)
of which the $565,938 increase resulted from a
reallocation of income to restore the full amount of tax losses previously
allocated to RG that were greater than the member’s at-risk basis.  RG has no obligation to restore the negative
capital account in RDE.


 


Section 8.4                                                           Notwithstanding
the foregoing:


 


Section 8.4.1                                                                         The
parties hereto acknowledge that no allocations of taxable income, gain and loss
from RDE on Form K-1(s) shall be
made to RG after the 2010 Stub
Period.  No taxable income or gain shall
be allocated to RG from RDE for the 2009 Tax Period
and for the 2010 Stub Period except in
connection with any: (i) failure
to restore RG’s capital account or make up a deficit in its capital account, or
(ii) income recognized as a result
of any curative or remedial allocations under Internal
Revenue Code Regulations  1.704-3(c)(1) and 1.704-3(d).  Notwithstanding the forgoing, if any such
allocations of taxable income or gain, are made for the 2009
Tax Period, the 2010 Stub Period or pursuant to
any amended return for any prior period, which income or gain exceeds the
suspended losses of RG as of the end of the Stub Period, or thereafter, Tigrent
shall remit to RG, upon issuance of the K-1(s), the
amount of any tax liabilities 


 


7

















 


(including tax, interest or penalty) incurred by
RG for such period, based upon a presumed 45% combined
federal and state income tax rate. Any and all other items of income or gain,
other than the qualified income offset, for RDE for the 2009
Tax Period and for the 2010 Stub
Period, and thereafter, shall be allocated to Tigrent.    With respect to the 2009
Net Taxable Income (Loss) allocated to RG, such allocation shall be made by September 15, 2010 and with respect to the 2010 Stub Period Taxable Income (Loss) allocated to RG, such
allocation shall be made by November 15, 2010.


 


Section 8.4.2                                                                         RG
shall have the right to review, comment and approve (such approval shall not be
unreasonably withheld) the Form 1065
and on all Form K-1s in which any income
or loss from RDE is allocated to RG 10
business days before they are issued for the 2009
Tax Period and for the 2010 Stub
Period.  Also, RG shall have the right to
review, comment and approve (such approval shall not be unreasonably withheld)
on all amended Form K-1s, or amended tax
returns, for any prior tax years in which RG is allocated income, loss or gain
from RDE 10 business days before they are
issued.  If RG shall disagree with and Form 1065, Schedule
K-1s, or amendments thereto, it shall notify the Tax Matters Member
and Tigrent of such disagreement in writing within 30 days
after delivery of the Schedule K-1s, Form 1065
or amendments thereto, which notice shall set forth in reasonable detail
the particulars of such disagreement.  If
RG fails to provide such a notice of disagreement within such 30 -day period, then RG shall be deemed to have accepted the
Schedule K-1s, Form 1065
or amendments thereto and the Schedule
K-1s, Form 1065 or amendments thereto
delivered by the Tax Matters Member and Tigrent shall be final, binding and conclusive
for all purposes hereunder.  If any such
notice of disagreement is timely provided by RG, then the Tax Matters Member,
RG and Tigrent shall use their reasonable best efforts for a period of 30 days (or such longer period as they may mutually agree)
to resolve any disagreements with respect to the Schedule K-1s, Form 1065 or amendments thereto.  If, at the end of such period, they are
unable to resolve such disagreements, then the division of McGladrey &
Pullen, LLP responsible for, and familiar with, preparing tax returns for
corporations and other entities (or such other independent accounting firm of
recognized national or regional standing as may be mutually selected by the Tax
Matters Member, RG and Tigrent) (the “Tax Firm”)
shall resolve any remaining disagreements relating to the Schedule K-1s, Form 1065 or
amendments thereto.  The Tax Firm
shall determine, as promptly as practicable, but in any event within 60 days of the date on which such dispute is referred to the
Tax Firm, based solely on written submissions forwarded by the Tax Matters
Member, RG and Tigrent to the Tax Firm within 10 business
days following the Tax Firm’s engagement and such other information
that the Tax Firm reasonably requests in order to resolve the issues in such
written submissions, whether and to what extent (if any) the Schedule K-1s, Form 1065 or
amendments thereto require adjustment. 
The Tax Matters Member and Tigrent shall provide the Tax Firm access to
the employees, books and records of RDE to the extent necessary or requested by
the Tax Firm for the purpose of the Tax Firm making its determination.  The determination of the Tax Firm shall be
final, conclusive and binding on the parties.


 


Section 8.4.3                                                                         Tigrent
and the Tax Matters Member shall provide to RG, within 15 business
days after receipt by Tigrent and the Tax Matters Member, copies of
all IRS notices or adjustments relating to RDE. 
In addition, except as may be prohibited by applicable law, Tigrent, the
Tax Matters Member and RG agree to make available to the other at the
requesting party’s sole expense any of the RDE’s records in the non-requesting
party’s custody or control for the purpose of preparing any tax return or
preparing for or defending any tax related examination of the requesting party
by any governmental authority.  The party
requesting such record shall reimburse the non-requesting party for
out-of-pocket costs and expenses incurred by the non-requesting party.  The non-requesting party shall afford access
to records during normal business hours and upon not less than 5 business days prior request, shall be
subject to such reasonable limitations as the non-requesting party may impose
to delete competitively sensitive information and shall not extend to any
information subject to a claim of privilege unless expressly waived by the
party entitled to claim the privilege. 
Access to records pursuant to this Subsection
1.4.3 shall be subject to the confidentiality provisions of Section 1.4.4.  The Parties shall make such requests set
forth above pursuant to the notice provisions set forth in the Definitive
Settlement Agreement.


 


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Section 8.4.4                                                                         The
Parties agree as follows: (a) with
respect to tax returns not yet filed with the IRS or any state relating to the 2009 Tax Period and for the 2010
Stub Period, the Parties will file their returns consistent with K-1s prepared by Ehrhardt Keefe Steiner & Hottman
PC, which are consistent with the terms and conditions of this Agreement, and
will not take positions with the IRS or state tax authorities which are
inconsistent with such K-1s (this
assumes that any differences between the returns and drafts provided are agreed
to by the parties), and (b) with
respect to tax returns filed for tax years prior to the 2009
Tax Period, the Parties will not
take any positions with the IRS or state tax authorities which are inconsistent
with the Form K-1s filed for the Companies
for those years.  The Parties are aware
of the income tax consequences of the allocations made by this Agreement and
the economic impact of the allocations on the amounts receivable by them under
this Agreement.  Each Party agrees not
take a position on his, her or its own tax return that is inconsistent with a
position taken on the Company’s tax return. 
A Party’s filing of a tax return containing such an inconsistent
position shall constitute a breach of this Agreement.  Any Party breaching this Agreement shall be
required to hold each of the Companies and the other Parties harmless for,
from, and against any and all costs, liability and damages that they may incur
(including, but not limited to, incremental tax liability and attorneys’ fees
and expenses) as a result of such breach, but net of any tax benefit inuring to
the Indemnified Party.


 


Section 8.4.5                                                                         The
parties agree that no deferred gain shall be allocated to RG relating to assets
described in Section 751(a) of the  Internal Revenue Code.


 


Section 9                                             Investment
Representations.


 


Section 9.1                                                           RDE
and RG understand that the Shares have not been registered under the Securities
Act.  RDE and RG also understand that the
Shares are being offered and sold pursuant to an exemption from registration
contained in the Securities Act of 1933, as
amended (the “Securities Act”), based in part
upon the following representations of RDE and RG, individually.  RDE and RG hereby represent and warrant as
follows:


 


Section 9.1.1                                                                         RDE
and RG Bear Economic Risk.  RDE and RG each have substantial experience
in evaluating and investing in the securities of companies similar to Tigrent
so that it is capable of evaluating the merits and risks of its investment in
Tigrent and each have the capacity to protect its own interests.  RDE and RG must each bear the economic risk
of this investment indefinitely unless the equity securities are registered
pursuant to the Securities Act, or an exemption from registration is
available.  RDE and RG each understand
that Tigrent has no present intention of registering the equity securities.  RDE and RG each also understand that there is
no assurance that any exemption from registration under the Securities Act will
be available and that, even if available, such exemption may not allow RDE or
RG to transfer all or any portion of the equity securities under the
circumstances, in the amounts or at the times RDE or RG might propose.


 


Section 9.1.2                                                                         Acquisition
for Own Account.   RDE and RG are each acquiring the equity
securities for their own account for investment only, and not with a view
towards their distribution.


 


Section 9.1.3                                                                         RDE
and RG Can Protect Their Interest.  RDE and RG each represent that by reason of
its, or of its management’s, business or financial experience, RDE and RG each
have the capacity to protect its own interests in connection with the
transactions contemplated in this Agreement. 
Further, RDE and RG each are aware of no publication of any
advertisement in connection with the transactions contemplated in this
Agreement.


 


9
















 


Section 9.1.4                                                                         Accredited
Investor.  RDE and RG each represent that it
is indirectly wholly-owned, and controlled by, accredited investors within the
meaning of Regulation D under the Securities Act.


 


Section 9.1.5                                                                         Company
Information.  RDE and RG each have had an opportunity to
discuss Tigrent’s business, management and financial affairs with directors,
officers and management of Tigrent.  RDe
and RG each have also had the opportunity to ask questions of and receive
answers from, Tigrent and its management regarding the terms and conditions of
this investment.


 


Section 9.1.6                                                                         Rule 144.  RDE and RG each
acknowledge and agree that the equity securities are “restricted
securities” as defined in Rule 144 promulgated under the
Securities Act as in effect from time to time and must be held indefinitely
unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. 
RDE and RG each have been advised or is aware of the provisions of Rule 144,
which permits limited resale of shares purchased in a private placement subject
to the satisfaction of certain conditions, including, among other things:  the availability of certain current public
information about Tigrent, the resale occurring following the required holding
period under Rule 144 and the number of shares being sold during any 3-month period not exceeding specified limitations.


 


Section 9.1.7                                                                         Residence.   RDE and RG each are
Wyoming limited liability companies and their respective offices in which their
investment decisions were made are located at the following addresses:


 


1612 E. Cape Coral Parkway

Cape Coral, Florida 33904


 


4330 North Civic Center Plaza


Suite 100


Scottsdale, Arizona  85251


 


Section 10                                      Miscellaneous
Terms.


 


Section 10.1                                                    Additional
Representations of the Parties.  Each of the Parties hereby represent and
warrant that :


 


Section 10.1.1                                          Due
Authorization and Execution.  The execution, delivery and performance of
this Agreement and of any other documents contemplated by this Agreement to
which it is a party, and the consummation of the transactions contemplated
hereby and thereby, have been duly authorized, and each of and all such
agreements have been duly executed and when delivered by it, will constitute
the valid and binding obligations of such party.


 


Section 10.1.2                                          No
Violation of Existing Agreements or Laws.  Neither the execution, delivery or
performance of this Agreement nor the consummation of the transactions
contemplated hereby will violate, conflict with or require any notice or
consent under any certificate of incorporation or bylaws, or articles of
organization or operating agreement, if applicable, or any applicable law or
statute or any agreement or obligation by which such Party is bound.


 


Section 10.2                                                    Indemnification.  Each of the Parties shall indemnify and hold
harmless the other, and the other’s affiliates, for, from and against any loss,
cost, damages and expenses arising from the party’s breach of any statute,
regulation, ordinance or other law in connection with the performance of its 


 


10

















 


duties
and obligations assumed herein. 
Notwithstanding the foregoing, this Section 10.2
will not apply to a Party’s performance of its obligations pursuant to the
other agreements contemplated by this Agreement, which agreements are to be
governed exclusively by any indemnification provisions found in such other
agreements.


 


Section 10.3                                                    Further
Assurances.  Each of the Parties will, from time-to-time,
execute, acknowledge, and deliver, or cause to be executed, acknowledged, and
delivered, such further instruments as may be reasonably required for the
carrying out of the intention of or facilitating the performance of this
Agreement.


 


Section 10.4                                                    Press
Release.  The Parties agree to issue the joint press
release in the form of Exhibit G attached
hereto.


 


Section 10.5                                                    Assignment
of Domain Name.  Tigrent shall assign to Rich Dad the “Rich Dad Education” domain name as provided in Exhibit H.


 


Section 10.6                                                    Successors
and Assigns.  This Agreement shall be binding on and inure
to the benefit of the successors, heirs, representatives, or assigns of the
Parties.


 


Section 10.7                                                    No
Admission of Wrongdoing.  This Agreement does not constitute an
admission that any of the Parties or any other person or entity violated any
local, state, or federal ordinance, regulation, ruling, statute, rule of
decision, or principle of common law, or that any of the Parties or any other
person or entity engaged in any improper or unlawful conduct or
wrongdoing.  By entering into this
Agreement, no Party admits any liability or wrongdoing to another Party, nor
shall this Agreement be considered as an admission of liability, nor shall any
Party characterize this Agreement as an admission of liability.


 


Section 10.8                                                    Severability.  The Parties have fully negotiated all of the
provisions of this Agreement.  In the
event there is litigation involving this Agreement and the court concludes that
provisions in this Agreement are unenforceable for whatever reason, the court
shall have the authority to modify the provisions to make said provisions
enforceable, if possible, as set forth in this Agreement or otherwise.  Further, the unenforceability or invalidity
of any provision shall not affect the enforceability of the other provisions.


 


Section 10.9                                                    Voluntary
and Knowing Agreement.  The Parties enter into this negotiated
agreement freely and voluntarily with full and complete knowledge of the
meaning and legal significance of the terms of this Agreement.  The Parties have had an opportunity to
discuss each provision of this Agreement with independent legal counsel and the
terms are fully understood and voluntarily accepted by each of them.


 


Section 10.10                                             Choice
of Law. This Agreement and the
rights and obligations of the Parties hereunder shall be governed by and
construed in accordance with the laws of the State of Arizona, without respect
to its conflict of law provisions.  Each
Party hereto hereby irrevocably submits to the jurisdiction of any United
States District Court or Maricopa County Superior Court sitting in Maricopa
County, Arizona, and agrees that such courts shall be the exclusive forums for
the resolution of disputes between the Parties under this Agreement.  In the event of any dispute between the
Parties regarding this Agreement, the prevailing Party shall be entitled to
collect attorneys’ fees, costs, and other expenses from the other Party or
Parties to the dispute.


 


Section 10.11                                             Entire Agreement.  This Agreement, and the other agreements
contemplated herein as set forth Exhibits A
through H, represent and contain the entire
Agreement and understanding between the Parties with respect to the subject
matter hereof and supersedes any and all prior and oral and written agreements
and understandings with respect to the subject matter hereof.  No inducement, representation, warranty,
condition, understanding or agreement of any kind with respect to the subject
matter hereof shall be relied upon by the Parties unless expressly set forth herein.  This Agreement may not 


 


11

















 


be
amended or modified except by an agreement in writing signed by the Party
against whom the enforcement of such modification is sought.


 


Section 10.12                                             Headings.  The descriptive headings of the paragraphs
and subparagraphs of this Agreement are intended for convenience only, and do
not constitute parts of this Agreement.


 


Section 10.13                                             Counterparts.
This Agreement may be executed simultaneously in 2
or more counterparts, each of which will be deemed an original, but all of
which together will constitute one and the same instrument.


 


Section 10.14                                             Compliance
with Applicable Laws. Each of the parties
hereto will use reasonable efforts to comply with all applicable federal and
state laws, rules and regulations.


 


Section 10.15                                             Notice.
All notices or other communication concerning this Agreement shall be provided,
in writing, to the address below.  Notice
shall be deemed received: (a) when delivered, if hand delivery; (b) upon return
receipt, if sent certified mail with return receipt; (c) upon
confirmation of successful delivery, if by facsimile transmission; (d) 3  business days after mailing, if sent
regular mail.  A Party may change notice
address information by delivering a notice with such information in compliance
with this Section 10.15.


 


Section 10.16                                             Notice
Addresses:


 


To
Rich Dad:


 


Rich Dad Operating
Company, LLC


Attention:  Neil R. Dubé, General Counsel


4330 North Civic Center
Plaza


Suite 101


Scottsdale, Arizona  85251


Facsimile: 
(480) 348-1439


 


With a copy to:


 


Charles W. Lotzar


Lotzar Law Firm,
P.C.


6263 North
Scottsdale Road, Suite 216


Scottsdale,
Arizona  85250


Facsimile:  (480) 905-0321


 


To Tigrent:


 


Tigrent Inc.


Attention:  James E. May, Chief Administration Officer


and General Counsel


1612 E. Cape Coral
Parkway


Cape Coral,
Florida  33904


Facsimile:  (239) 540-6501


 


Section 10.17                                             Survival.
Sections 1 - 4,
inclusive and Sections 6 — 10, inclusive of this
Agreement and any other provisions which in accordance with its terms is
intended to survive this Agreement will survive and shall continue in full
force and effect thereafter.


 


[SIGNATURES APPEAR ON THE FOLLOWING PAGE]


 


12

















 


IN
WITNESS WHEREOF,
the undersigned have caused the Parties hereto to enter into this Agreement
effective the date first shown above.


 


	
  Rich Global, LLC,  

  	
   

  	
  Tigrent Inc.,  

  
	
  a Wyoming limited
  liability company  

  	
   

  	
  a Colorado corporation  

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  Michael Sullivan

  	
   

  	
  By:

  	
  /s/  Steven C. Barre  

  
	
   

  	
  Michael Sullivan  

  	
   

  	
   

  	
  Steven C. Barre  

  
	
   

  	
  Director of Operations

  	
   

  	
   

  	
  Interim Chief Executive
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rich Dad Operating Company, LLC,

  	
   

  	
  Rich Dad Education, LLC,

  
	
  a
  Nevada limited liability company

  	
   

  	
  a Wyoming limited
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Tigrent Inc., a
  Colorado corporation  

  
	
  By:

  	
  /s/  Michael Sullivan

  	
   

  	
  Its:

  	
  Managing Member  

  
	
   

  	
  Michael Sullivan  

  	
   

  	
   

  	
   

  
	
   

  	
  Director of Operations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/  Steven C. Barre  

  
	
   

  	
   

  	
   

  	
   

  	
  Steven C. Barre  

  
	
   

  	
   

  	
   

  	
   

  	
  Interim Chief Executive
  Officer

  



 


List of Exhibits


 


	
  Exhibit A

  	
   

  	
  Form of
  Registration Rights Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Form of
  Termination Agreement for RDE Administrative Services Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Form of
  Termination Agreement for Tigrent License Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit D

  	
   

  	
  Form of
  Termination Agreement for RG License Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit E

  	
   

  	
  Form of 2010 License Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit F

  	
   

  	
  Form of Cash
  Collateral and Escrow Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit G

  	
   

  	
  Form of Joint
  Press Release

  
	
   

  	
   

  	
   

  
	
  Exhibit H

  	
   

  	
  Form of Domain
  Name Assignment

  



 


13

















 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT A


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as
of March 16, 2010, by and among
Tigrent Inc., a Colorado corporation (the “Company”), and Rich Dad Education, LLC, a
Wyoming limited liability company (“RDE”), and Rich Global, LLC, a Wyoming
limited liability company (“RG LLC” and, together with RDE, collectively “RG”).


 


This Agreement is made pursuant to the Settlement Agreement and Release (the
“Settlement Agreement”),
dated as of March 16, 2010, between the
Company, RDE and RG LLC and
Rich Dad Operating Company, LLC, a Nevada limited liability company.


 


In connection with the Settlement Agreement, the
approximately 1,290,000 shares of Common Stock
(as defined below) of the Company will be issued to RDE and immediately
thereafter will be transferred to RG LLC.


 


NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each of the
Purchasers agree as follows:


 


1.                                      Definitions. Capitalized terms used and not
otherwise defined herein that are defined in the Settlement Agreement shall
have the meanings given such terms in the Settlement Agreement. As used in this
Agreement, the following terms shall have the following meanings:


 


“Affiliate” means,
with respect to any person, any other person which directly or indirectly
controls, is controlled by, or is under common control with, such person.


 


“Business
Day” means a day, other than a Saturday or Sunday, on which
banks in New York City are open for the general transaction of business.


 


“Common Stock”
means the common stock of the Company.


 


“Effective Date” is March 16, 2010.


 


“Exchange
Act” means the Securities Exchange Act of
1934, as amended, and the rules and
regulations promulgated thereunder.


 


“Register,”
“registered”
and “registration”
refers to a registration made by preparing and filing a registration statement
or similar document in compliance with the Securities Act, and the declaration
or ordering of effectiveness of such registration statement or document.


 


“Registration Expenses”  shall mean all
expenses incurred by the Company in complying with Sections 2 and 3
hereof, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel for the Company,
reasonable fees and disbursements (not to exceed $20,000)  of a
single special counsel for RG LLC, and blue sky fees and expenses.


 


14

















 


“Rule 144”
means Rule 144 promulgated by
the SEC pursuant to the Securities Act, as such rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the
SEC having substantially the same effect as such rule.


 


“SEC”
means the Securities and Exchange Commission.


 


“Securities
Act” means the Securities Act of 1933,
as amended, and the rules and regulations promulgated thereunder.


 


“Selling
Expenses”  shall
mean all underwriting discounts and selling commissions applicable to a sale of
Shares pursuant to Section 3(a).


 


“Shares”
means the shares of common stock of the Company issued or issuable to RG LLC
pursuant to the Settlement Agreement or otherwise owned by RG LLC.


 


“Special
Registration Statement” shall mean (i) a registration statement relating to any employee
benefit plan or (ii) with
respect to any corporate reorganization or transaction under Rule 145 of the Securities Act,
including any registration statements related to the issuance or resale of
securities issued in such a transaction or (iii) a
registration related to the offer and sale of debt securities and/or the stock
issued upon conversion thereof.


 


“Suspension”
shall have the meaning set forth in Section 6(a).


 


“Suspension
Notice” shall have the meaning set forth in Section 6(a).


 


“Violation”
shall have the meaning set forth in Section 8(a).


 


2.                                      Demand Registration. 
If the Company is a reporting company under the Exchange Act and under Section 9(b) hereunder, RG LLC shall be entitled
to a 1-time right to cause the Company to
file a registration statement with the SEC with regard to some or all of the
Shares on or after January 1, 2011,
subject to the following terms and conditions.  In the event that, on or
after January 1, 2011, the
Company shall receive from RG LLC a written request that the Company effect a
registration under the Securities Act with the SEC, the Company will:


 


(a)                                  As soon as practicable, effect such
registration as may be so requested and as would permit or facilitate the sale
and distribution of the Shares subject to such written request; provided, however, that the Company shall
not be obligated to effect any such registration, qualification or compliance
pursuant to this Section 2:


 


(i)                                    if within 20  days of receipt
of a written request from RG LLC pursuant to this Section 2, the Company gives notice to RG LLC of the
Company’s intention to make a public offering of its common stock within 30  days, other
than pursuant to a Special Registration Statement;


 


(ii)                                if the Company shall furnish to RG LLC a
certificate signed by the Chief Executive Officer of the Company stating that,
in the good faith judgment of such officer, it would be seriously detrimental
to the Company and its stockholders for such registration to be effected at
such time, in which event the Company shall have the right to defer the filing
of the registration statement for a period of not more than 90  days after
receipt of the request of RG LLC under this Section 2;
provided, that such right to
delay a request shall be exercised by the Company not more than once in any 12-month period.


 


(b)                                  Subject to the foregoing, the Company
shall file a registration statement with the SEC covering the Shares subject to
such written request as soon as practicable after receipt of the request of RG
LLC, but shall not be required to do so prior to January 1, 2011.


 


15

















 


(c)                                  The Company shall use all reasonable
efforts to cause the registration statement filed pursuant to this Section 2 to become effective, and to
keep such registration statement effective for up to 90 days
or, if earlier, until RG has completed the distribution related thereto; provided, however, that in the event that
the Company shall exercise its right to delay or suspend the filing or
effectiveness of such registration statement pursuant to Section 6(a), the applicable time
period during which the registration statement is to remain effective shall be
extended by a period of time equal to the duration of the period of such
suspension.


 


(d)                                  Termination of Demand
Registration Rights. 
All registration rights granted under this Section 2
shall terminate and be of no further force and effect on the 3rd anniversary of the Effective
Date.


 


3.                                      Piggyback
Registrations.  The Company shall notify RG LLC in
writing at least 10 days prior to the filing of a registration statement under
the Securities Act for purposes of a public offering of securities of the
Company or upon a registration of any shares of stock of another shareholder of
the Company by demand registration, piggy back rights, or otherwise (excluding
a Special Registration Statement) and will afford RG LLC an opportunity to include
in such registration statement all or part of the Shares held by RG LLC.  In the event that RG LLC desires to include
in any such registration statement all or any part of the Shares held by it, it
shall, within 10  days after the above-described notice from the Company, so
notify the Company in writing. Such notice shall state the intended method of
disposition of the Shares by RG LLC.  If
RG LLC decides not to include all of the Shares in a registration statement filed
by the Company, RG LLC shall nevertheless continue to have the right to include
any remaining Shares in any subsequent registration statement or registration
statements as may be filed by the Company with respect to offerings of its
securities, all upon the terms and conditions set forth herein.


 


(a)                                  Underwriting. If the registration statement under which
the Company gives notice pursuant to this Section 3
is for an underwritten offering, the Company shall so advise RG LLC.  In such event, RG LLC’s right to be included
in a registration pursuant to this Section 3
shall be conditioned upon such RG LLC’s participation in such underwriting and
the inclusion of any Shares to be sold by RG LLC in the underwriting to the
extent provided herein.  In the event
that RG LLC proposes to distribute any Shares through such underwriting, it
shall enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by the Company.  Notwithstanding any other provision of this
Agreement, if the underwriter determines in good faith that marketing factors
require a limitation of the number of shares to be underwritten, the number of
shares that may be sold by selling stockholders in the underwriting shall be
allocated first, to any stockholders of the Company with registration rights
existing at the time of such offering on a pro
rata basis, but only to the extent that the Company is contractually
obligated to include the shares of common stock held by such stockholders in
the registration before including any shares held by RG LLC in the
registration; second to RG LLC on a pro rata
basis with any stockholders of the Company with registration rights at the time
of such offering not included in the 1st category; and 3rd, on a pro
rata basis to any stockholders of the Company that are not included
in the first and second category.  If RG
LLC disapproves of the terms of any such underwriting, RG LLC may elect to
withdraw therefrom by written notice to the Company and the underwriter,
delivered at least 10  days prior to the effective date of the registration
statement.  Any Shares excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the
registration.


 


(b)                                  Right to Terminate
Registration.  The Company shall have the right to
terminate or withdraw any registration initiated by it pursuant to this Section 3 prior to the effectiveness
of such registration whether or not RG LLC has elected to include Shares in
such registration.  The Registration
Expenses of such withdrawn registration shall be borne by the Company in
accordance with Section 4
hereof.


 


(c)                                  Termination of Piggyback
Registration Rights.  All registration rights granted under
this Section 3 shall
terminate and be of no further force and effect on the 3rd anniversary
of the Effective
Date.


 


4.                                      Expenses of
Registration.  Except as specifically provided herein,
all Registration Expenses incurred in connection with any registration pursuant
to Sections 2 or 3 herein shall be borne by the
Company.  All Selling Expenses incurred
in connection with any registrations thereunder shall be borne by the Company
and the holders of the securities so sold pro
rata on the basis of the number of shares so sold.


 


16

















 


5.                                      Obligations of the
Company.  Whenever required to effect the registration of any
Shares, the Company shall, as expeditiously as reasonably possible:


 


(a)                                  Subject to Section 2(c), prepare and file with the SEC a
registration statement with respect to such Shares and use its commercially reasonable
efforts to cause such registration statement to become effective as soon as
practicable.


 


(b)                                  Subject to Sections 2(c) and 5(a),
use its commercially reasonable efforts to prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement for a period
not exceeding the earlier of (i) the
3rd anniversary of the date
hereof, or (ii) such time as
all of the Shares held by RG LLC have been sold.


 


(c)                                  Furnish to RG LLC such number of copies
of a prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as RG may
reasonably request in order to facilitate the disposition of Shares.


 


(d)                                  Use its commercially reasonable efforts
to register and qualify the securities covered by such registration statement
under such other securities or Blue Sky laws of such jurisdictions as shall be
reasonably requested by RG LLC.


 


(e)                                  Advise RG LLC promptly after it shall
receive notice or obtain knowledge of the issuance of any stop order by the SEC
delaying or suspending the effectiveness of a registration statement that
includes the Shares or of the initiation of any proceeding for that purpose;
and it will promptly use its commercially reasonable efforts to prevent the
issuance of any stop order or to obtain its withdrawal at the earliest possible
moment if such stop order should be issued.


 


(f)                                    In the event of any underwritten public
offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter(s) of
such offering.  If that RG LLC
participates in such underwriting, then RG LLC shall also enter into and
perform its obligations under such an agreement.


 


(g)                                 Notify RG LLC at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement
of a material fact or omits to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing.


 


(h)                                 Cause all such Shares registered under
such registration statement to be listed or quoted on each securities exchange
on which the Common Stock of the Company is then listed or quoted.


 


(i)                                    Use its commercially reasonable efforts
to furnish, on the date that such Shares are delivered to the underwriters for
sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date,
of the counsel representing the Company for the purposes of such registration,
in form and substance as is customarily given to underwriters in an
underwritten public offering, addressed to the underwriters, if any, and (ii) a letter dated as of such date,
from the independent registered public accountants of the Company, in form and
substance as is customarily given by independent registered public accountants
to underwriters in an underwritten public offering addressed to the
underwriters, if any.


 


17






 












 


6.                                      Obligations of RG LLC.


 


(a)                                  In the event: (i) of any request by the SEC or any other federal or
state governmental authority during the period of effectiveness of a
registration statement filed pursuant to Sections
2 and 3 for amendments
or supplements to such registration statement or related prospectus or for
additional information so that such registration statement will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
or otherwise fail to comply with the applicable rules and regulations of
the federal securities laws; (ii) of
the issuance by the SEC or any other federal or state governmental authority of
any stop order suspending the effectiveness of such registration statement or
the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from
qualification of any of the Shares for sale in any jurisdiction or the
initiation of any proceeding for such purpose; (iv) of any event or circumstance that, considering the
advice of counsel, the Company reasonably believes necessitates the making of
any changes in such registration statement or related prospectus, or any
document incorporated or deemed to be incorporated therein by reference, so
that, in the case of such registration statement, it will not contain any
untrue statement of a material fact or any omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and that in the case of a related prospectus, it will not contain
any untrue statement of a material fact or any omission to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
or (v) that the Company
reasonably believes, considering the advice of counsel, that the Company may,
in the absence of a suspension described hereunder, be required under state or
federal securities laws to disclose any corporate development, the disclosure
of which could reasonably be expected to have a material adverse effect upon
the Company, its stockholders, a potentially material transaction or event
involving the Company, or any negotiations, discussions or proposals directly
relating thereto; then the Company shall deliver a written notice (a “Suspension Notice”)
to RG LLC to the effect of the foregoing and, upon receipt of such Suspension
Notice, RG LLC will refrain from selling any Shares pursuant to such
registration statement (a “Suspension”)
until RG LLC receives copies of a supplemented or amended prospectus prepared
and filed by the Company or until RG LLC is advised in writing by the Company
that the current prospectus may be used and RG LLC has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in any such prospectus. In the event of a Suspension, the Company
will use its commercially reasonable efforts to cause the use of the prospectus
so suspended to be resumed as soon as reasonably practicable after delivery of
a Suspension Notice to RG LLC.


 


(b)                                  Provided that a Suspension is not then in
effect, RG LLC will comply with the prospectus delivery requirements of the
Securities Act as applicable to it (unless an exemption therefrom is available)
in connection with sales of the Shares pursuant to the registration statement
and shall sell the Shares only in accordance with a method of distribution
described in the registration statement.


 


7.                                      Furnishing Information.


 


(a)                                  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Sections 2 or 3 that RG LLC shall furnish to the Company such information
regarding itself, the Shares held by it and the intended method of disposition
of such Shares as shall be required to effect the registration of such Shares.


 


8.                                      Indemnification.  In the event any Shares are included in a registration
statement pursuant to Sections 2
or 3:


 


(a)                                  To the extent permitted by law, the
Company will indemnify and hold harmless RG LLC, the managers, members,
employees and agents of RG LLC, any underwriter (as defined in the Securities
Act) for RG LLC and each person, if any, who controls RG LLC or the underwriter
within the meaning of the Securities Act or the Exchange Act, for, from, and
against any losses, claims, damages, or liabilities (joint or several) to which
they may become subject under the Securities Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a “Violation”) by the
Company: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission
to state therein a material fact required to be stated therein, or necessary to
make the statements therein not 


 


18

















 


misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any state
securities law or any rule or regulation promulgated under the Securities
Act, the Exchange Act or any state securities law in connection with the
offering covered by such registration statement; and the Company will pay as
incurred to RG LLC, or such officer, director, underwriter or controlling
person of RG LLC, for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided however,
that the indemnity agreement contained in this Section 8(a) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company, which consent shall
not be unreasonably withheld or delayed, nor shall the Company be liable in any
such case for any such loss, claim, damage, liability or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for use in
connection with such registration by RG LLC, or such officer, director, or
controlling person of RG LLC.


 


(b)                                  To the extent permitted by law, RG LLC
will, if the Shares held by RG LLC are included in the securities as to which
such registration qualifications or compliance is being effected, indemnify and
hold harmless the Company, each of its directors, its officers and each person,
if any, who controls the Company within the meaning of the Securities Act, any
underwriter and any other stockholder selling securities under such
registration statement or any of such other stockholder’s partners, directors
or officers or any person who controls such stockholder, for, from, and against
any losses, claims, damages or liabilities (joint or several) to which the
Company or any such director, officer, controlling person, underwriter or other
such stockholder, or partner, director, officer or controlling person of such
other stockholder may become subject under the Securities Act, the Exchange Act
or other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by RG LLC under an instrument duly executed by RG LLC and stated to
be specifically for use in connection with such registration; and RG LLC will
pay as incurred any legal or other expenses reasonably incurred by the Company
or any such director, officer, controlling person, underwriter or other
stockholder, or partner, officer, director or controlling person of such other
stockholder in connection with investigating or defending any such loss, claim,
damage, liability or action if it is judicially determined that there was such
a Violation; provided, however,
that the indemnity agreement contained in this Section 8(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of RG LLC, which consent shall not
be unreasonably withheld; provided further,
that in no event shall any indemnity under this Section 8 exceed the net proceeds from the offering
received by RG LLC.


 


(c)                                  Promptly after receipt by an indemnified
party under this Section 8 of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Section 8,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided,
however, that an indemnified party shall have the right to retain
its own counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement
of any such action, if materially prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 8,
but the omission so to deliver written notice to the indemnifying party will
not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 8.


 


(d)                                  If the indemnification provided for in
this Section 8 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with respect
to any losses, claims, damages or liabilities referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party thereunder,
shall to the extent permitted by applicable law contribute to the amount paid
or payable by such indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) 


 


19

















 


that resulted in such
loss, claim, damage or liability, as well as any other relevant equitable
considerations.  The relative fault of
the indemnifying party and of the indemnified party shall be determined by a
court of law by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided, that in no event shall any
contribution by RG LLC hereunder exceed the net proceeds from the offering
received by RG LLC.


 


(e)                                  The obligations of the Company and RG LLC
under this Section 8 shall
survive completion of any offering of the Shares in a registration statement
and the termination of this agreement. 
No indemnifying party, in the defense of any such claim or litigation,
shall, except with the consent of each indemnified party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.


 


9.                                      Securities
Representations; Rule 144 Reporting.  Company represents, warrants
and covenants to RG LLC as follows:


 


(a)                                  Company has made all filings with SEC
that it has been required to make within the past 2 years,
and will make all such filings, under the Securities Act and the Exchange Act
(collectively the ‘‘Public
Reports’’); which
are required by the Exchange Act.  Each
of the Public Reports has complied and will comply with the Securities Act and
the Exchange Act in all material respects. None of the Public Reports, as of
their respective dates, has contained nor will contain any untrue statement of
a material fact or omitted to state a material fact necessary in order to make
the statements made therein, in light of the circumstances under which they
were made, not misleading.


 


(b)                                  With a view to making available to RG LLC
the benefits of Rule 144 and
any other rule or regulation of the SEC that may at any time permit RG LLC
to sell the Shares to the public without registration or pursuant to a
registration statement, the Company covenants and agrees to use its
commercially reasonable efforts to: (a) make
and keep public information regarding the Company available, as those terms are
understood and defined in Rule 144,
until such time as all the Shares have been sold; (b) file with the SEC in a timely manner all Public
Reports and other documents required of the Company under the Securities Act
and the Exchange Act; and (c) furnish
to RG LLC upon written request, as long as RG LLC owns any Shares, (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144 and the Exchange Act, (ii) a copy of the Company’s most
recent Annual Report on Form 10-K
or Quarterly Report on Form 10-Q,
and (iii) such other
documents filed with the SEC as RG LLC may reasonably request in order to avail
itself of any rule or regulation of the SEC that permits the selling of
any Shares without registration.


 


10.                               Miscellaneous.


 


(a)                                  Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter, except for, and as provided in the Settlement Agreement.


 


(b)                                  Amendment of
Registration Rights. Any provision of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and RG LLC.  Any amendment or waiver
effected in accordance with this Section 10(b) shall
be binding upon RG LLC and the Company. 
By acceptance of any benefits under this Agreement, RG LLC hereby agrees
to be bound by the provisions hereunder.


 


(c)                                  Notices. 
All notices or other communication concerning this Agreement shall be
provided, in writing, to the address below.  Notice shall be deemed
received: (a) when delivered,
if hand delivery; 


 


20

















 


(b) upon
return receipt,
if sent certified mail with return receipt; (c) upon
confirmation of successful delivery, if by facsimile transmission; (d) 3  business days after mailing, if sent regular mail.  A
Party may change notice address information by delivering a notice with such
information in compliance with this paragraph
10.


 


To Rich Dad:


 


Rich Dad Operating
Company, LLC


Attention:  Neil R.
Dubé, General Counsel


4330 North Civic Center
Plaza


Suite 101


Scottsdale,
Arizona  85251


Facsimile:  (480)
348-1439


 


With a copy to:


 


Charles W. Lotzar


Lotzar Law Firm, P.C.


6263 North Scottsdale
Road, Suite 216


Scottsdale, Arizona  85250


Facsimile:  (480)
905-0321


 


To Tigrent:


 


Tigrent Inc.


Attention:  James E. May, Chief Administration Officer


and
General Counsel


1612 E. Cape Coral
Parkway


Cape Coral, Florida  33904


Facsimile:  (239) 540-6501


 


With a copy to:


 


Cooley Godward Kronish
LLP


Attention:  Eric
Tobias, Special Counsel


One Freedom Square,
Reston Town Center


11951 Freedom Drive


Reston, Virginia 
20190-5656


Facsimile:  (703)
456-8100


 


(d)                                  Successors and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties and shall inure to the
benefit of RG LLC. Nothing in this Agreement, express or implied, is intended
to confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this
Agreement.  The Company may not assign
its rights or obligations hereunder without the prior written consent of RG LLC
(other than by merger or consolidation or to an entity which acquires the
Company including by way of acquiring all or substantially all of the Company’s
assets).  The rights of RG LLC hereunder,
including the right to have the Company register the Shares pursuant to this
Agreement, may not be assigned by RG LLC other than to an Affiliate of RG LLC; provided, however, that (i) RG LLC agrees in writing with the
transferee or assignee to assign such rights and related obligations under this
Agreement, and for the transferee or assignee to assume such obligations, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment, (ii) the
Company is, within 5 Business Days
of such transfer or assignment, furnished with written notice of the name and
address of such transferee or assignee and the securities with respect to which
such registration rights are being transferred or assigned, and (iii) at or before the time the Company
received the written notice contemplated by clause
(ii) of this sentence, the transferee or assignee agrees in
writing 


 


21

















 


with the Company to be
bound by all of the provisions contained herein.  Notwithstanding the
foregoing, the Company consents to the assignment and transfer of the Shares
from RDE to RG LLC.


 


(e)                                  Execution and
Counterparts.
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and, all of which taken
together shall constitute one and the same Agreement and shall become effective
when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature
were the original thereof.


 


(f)                                    Governing Law. 
This Agreement and the rights and obligations of the Parties hereunder
shall be governed by and construed in accordance with the laws of the State of
Arizona, without respect to its conflict of law provisions.  Each Party
hereto hereby irrevocably submits to the jurisdiction of any United States
District Court or Maricopa County Superior Court sitting in Maricopa County,
Arizona, and agrees that such courts shall be the exclusive forums for the
resolution of disputes between the Parties under this Agreement.  In the
event of any dispute between the Parties regarding this Agreement, the
prevailing Party shall be entitled to collect attorneys’ fees, costs, and other
expenses from the other Party or Parties to the dispute.


 


(g)                                 Cumulative Remedies. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law.


 


(h)                                 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


 


(i)                                    Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(j)                                    Further Assurances. The parties shall execute and deliver
all such further instruments and documents and take all such other actions as
may reasonably be required to carry out the transactions contemplated hereby
and to evidence the fulfillment of the agreements herein contained.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK,


SIGNATURE PAGES TO
FOLLOW]


 


22

















 


IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


 


	
   

  	
  TIGRENT,
  INC.

  
	
   

  	
  a Colorado corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steve
  C. Barre

  
	
   

  	
   

  	
  Interim
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RICH
  DAD EDUCATION, LLC,

  
	
   

  	
  a Wyoming limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tigrent Inc., a
  Colorado corporation

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steve
  C. Barre

  
	
   

  	
   

  	
  Interim
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RICH
  GLOBAL, LLC,

  
	
   

  	
  a Wyoming limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Michael
  R. Sullivan

  
	
   

  	
   

  	
  Director of Operations

  



 


23

















 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT B


 


FORM OF TERMINATION AGREEMENT FOR


RDE ADMINISTRATIVE SERVICE AGREEMENT


 


TERMINATION AGREEMENT


 


Tigrent Group Inc., a Florida corporation, formerly
known as Whitney Education Group, Inc. (“Tigrent”)
with its principal place of business at 1612 East Cape Coral Parkway, Cape
Coral, Florida 33904, and Rich Dad Education, LLC, a Wyoming limited liability
company (“RDE”) with its principal place of
business at 1612 East Cape Coral Parkway, Cape Coral, Florida 33904, (each a “Party” and, collectively the “Parties”)
hereby enter into this Termination Agreement (“Agreement”)
effective as of March 16, 2010.


 


RECITALS


 


A.                                    Tigrent and RDE are parties to that
certain Administrative Services Agreement dated July 18,
2006 (the “ASA”) whereby
Tigrent agreed to assist RDE in the performance of certain business operations.


 


B.                                    Tigrent Inc., a Colorado corporation, the
parent company of Tigrent, RDE, Rich Global, LLC, a Wyoming limited liability
company (“RG”), and Rich Dad Operating Company,
LLC, a Nevada limited liability company (“Rich Dad”), are
parties to a Settlement Agreement of even date herewith or thereabout, whereby
RDE has agreed enter into and Tigrent Inc. has agreed to cause Tigrent to enter
into this Agreement to terminate the ASA.


 


C.                                    The Parties now desire to terminate all
of their respective rights, duties and obligations under the ASA.


 


D.                                    The Parties also desire to entire into
this Agreement in order to acknowledge and memorialize the termination of the
ASA.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the foregoing, the
Parties hereby agree as follows:


 


1.                                      Termination of ASA. 
The Parties each hereby acknowledge and agree that upon execution of
this agreement, the ASA shall terminate and shall be of no further force or
effect.


 


2.                                      Third Party Beneficiaries. 
The Parties each hereby acknowledge that RG and Rich Dad are each
intended third-party beneficiaries of this Agreement.


 


3.                                      Governing Law. 
The validity, performance, construction and effect of this Agreement
shall be governed by and construed in accordance with the internal law of the
State of Arizona, without giving effect to principles of conflicts of law.


 


4.                                      Section Headings. 
The section headings of this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.


 


24

















 


5.                                      Successors.  The terms of
this Agreement shall be binding upon, and inure to the benefit of and be
enforceable by, the successors, assignees, and transferees of the parties
hereto.


 


6.                                      Merger.  All prior and
contemporaneous agreements, statements, and understandings with respect to the
subject matter of this Agreement, if any, among the parties hereto, or their
agents, are merged into this Agreement, and this Agreement shall constitute the
entire agreement between the parties.


 


7.                                      Counterparts. 
This Agreement may be executed in 2 or
more counterparts, each of which shall be deemed to be an original
and all of which taken together shall constitute a single instrument.


 


IN WITNESS WHEREOF, the undersigned have executed this
Termination Agreement as of the date first above written.


 


	
   

  	
  Tigrent
  Group Inc.,  

  
	
   

  	
  a
  Florida corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven
  C. Barre

  
	
   

  	
   

  	
  Interim
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Rich
  Dad Education, LLC,  

  
	
   

  	
  a
  Wyoming limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tigrent Inc.,

  a Colorado corporation

  
	
   

  	
  Its:

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven
  C. Barre

  
	
   

  	
   

  	
  Interim
  Chief Executive Officer

  



 


25

















 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT C


 


FORM OF TERMINATION AGREEMENT FOR


TIGRENT LICENSE AGREEMENT


 


TERMINATION AGREEMENT


 


Tigrent Inc., a Colorado corporation, formerly known
as Whitney Information Network, Inc. (“Tigrent”)
with its principal place of business at 1612 East Cape Coral Parkway, Cape
Coral, Florida 33904, and Rich Dad Education, LLC, a Wyoming limited liability
company (“RDE”) with its principal place of
business at 1612 East Cape Coral Parkway, Cape Coral, Florida 33904, (each a “Party” and, collectively the “Parties”)
hereby enter into this Termination Agreement (“Agreement”)
effective as of March 16, 2010.


 


RECITALS


 


E.                                      Tigrent and RDE are parties to that
certain License Agreement dated July 18, 2006
(the “License Agreement”) whereby Tigrent
agreed to license certain of its intellectual property rights to RDE.


 


F.                                      Tigrent, RDE, Rich Global, LLC, a Wyoming
limited liability company (“RG”), and Rich
Dad Operating Company, LLC, a Nevada limited liability company (“Rich Dad”), are parties to a Settlement Agreement of even
date herewith or thereabout, whereby Tigrent and RDE have each agreed to enter
into this Agreement to terminate the License Agreement.


 


G.                                    The Parties now desire to terminate all
of their respective rights, duties and obligations under the License Agreement.


 


H.                                    The Parties also desire to entire into
this Agreement in order to acknowledge and memorialize the termination of the
License Agreement.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the foregoing, the
Parties hereby agree as follows:


 


8.                                      Termination of License Agreement. 
The Parties each hereby acknowledge and agree that upon execution of
this agreement, the License Agreement shall terminate and shall be of no
further force or effect.


 


9.                                      Third Party Beneficiaries. 
The Parties each hereby acknowledge that RG and Rich Dad are each
intended third-party beneficiaries of this Agreement.


 


10.                               Governing Law. 
The validity, performance, construction and effect of this Agreement
shall be governed by and construed in accordance with the internal law of the
State of Arizona, without giving effect to principles of conflicts of law.


 


11.                               Section Headings. 
The section headings of this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.


 


12.                               Successors.  The terms of
this Agreement shall be binding upon, and inure to the benefit of and be
enforceable by, the successors, assignees, and transferees of the parties
hereto.


 


26

















 


13.                               Merger.  All prior and
contemporaneous agreements, statements, and understandings with respect to the
subject matter of this Agreement, if any, among the parties hereto, or their
agents, are merged into this Agreement, and this Agreement shall constitute the
entire agreement between the parties.


 


14.                               Counterparts. 
This Agreement may be executed in 2 or
more counterparts, each of which shall be deemed to be an original
and all of which taken together shall constitute a single instrument.


 


IN WITNESS WHEREOF, the undersigned have executed this
Termination Agreement as of the date first above written.


 


	
   

  	
  Tigrent
  Inc.,

  
	
   

  	
  a
  Colorado corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven
  C. Barre

  
	
   

  	
   

  	
  Interim
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Rich
  Dad Education, LLC,  

  
	
   

  	
  a
  Wyoming limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Tigrent Inc.,

  a Colorado corporation

  
	
   

  	
  Its:

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven
  C. Barre

  
	
   

  	
   

  	
  Interim
  Chief Executive Officer

  



 


27






 












 


RICH DAD EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT D


 


FORM OF TERMINATION AGREEMENT FOR


RG  LICENSE
AGREEMENT


 


TERMINATION AGREEMENT


 


Rich Global, LLC, a Wyoming limited liability company
(“RG”), with its principal place of
business at 4330 North Civic Center Plaza, Suite 100, and Rich Dad
Education, LLC, a Wyoming limited liability company (“RDE”),
with its principal place of business at 1612 East Cape Coral Parkway, Cape
Coral, Florida 33904, (each a “Party” and,
collectively the “Parties”)
hereby enter into this Termination Agreement (“Agreement”)
effective as of March 16, 2010.


 


RECITALS


 


I.                                         RG and RDE are parties to that certain
License Agreement dated July 18, 2006
along with the Addendum thereto (collectively, the “License
Agreement”) whereby RG agreed to license certain of its intellectual
property rights to RDE.


 


J.                                      RG, RDE, Tigrent Inc., a Colorado
corporation (“Tigrent”), and Rich Dad Operating
Company, LLC, a Nevada limited liability company (“Rich Dad”),
are parties to a Settlement Agreement of even date herewith or thereabout,
whereby RG and RDE have each agreed to enter into this Agreement to terminate
the License Agreement.


 


K.                                    The Parties now desire to terminate all
of their respective rights, duties and obligations under the License Agreement.


 


L.                                     The Parties also desire to entire into
this Agreement in order to acknowledge and memorialize the termination of the
License Agreement.


 


AGREEMENT


 


NOW THEREFORE, in consideration of the foregoing, the
Parties hereby agree as follows:


 


15.                               Termination of License Agreement. 
The Parties each hereby acknowledge and agree that upon execution of
this agreement, the License Agreement shall terminate and shall be of no
further force or effect.


 


16.                               Third Party Beneficiaries. 
The Parties each hereby acknowledge that Rich Dad is an intended
third-party beneficiary of this Agreement.


 


17.                               Governing Law. 
The validity, performance, construction and effect of this Agreement
shall be governed by and construed in accordance with the internal law of the
State of Arizona, without giving effect to principles of conflicts of law.


 


18.                               Section Headings. 
The section headings of this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.


 


28

















 


19.                               Successors.  The terms of
this Agreement shall be binding upon, and inure to the benefit of and be
enforceable by, the successors, assignees, and transferees of the parties
hereto.


 


20.                               Merger.  All prior and
contemporaneous agreements, statements, and understandings with respect to the
subject matter of this Agreement, if any, among the parties hereto, or their
agents, are merged into this Agreement, and this Agreement shall constitute the
entire agreement between the parties.


 


21.                               Counterparts. 
This Agreement may be executed in 2 or
more counterparts, each of which shall be deemed to be an original
and all of which taken together shall constitute a single instrument.


 


IN WITNESS WHEREOF, the undersigned have executed this
Termination Agreement as of the date first above written.


 


	
   

  	
  Rich Global, LLC,

  
	
   

  	
  a Wyoming limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Michael R. Sullivan 

  
	
   

  	
   

  	
  Director of Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Rich Dad Education, LLC,

  
	
   

  	
  a Wyoming limited
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Tigrent Inc.,

  
	
   

  	
   

  	
  a Colorado corporation 

  
	
   

  	
  Its:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven C. Barre 

  
	
   

  	
   

  	
  Interim Chief Executive
  Officer

  
				



 


29

















 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT E


 


FORM OF 2010 LICENSE AGREEMENT


 


RICH
DAD OPERATING
COMPANY, LLC

LICENSING AGREEMENT


 


Rich Dad Operating
Company, LLC, a Nevada limited liability company (“Rich Dad”),  with
its principal place of business at 4330 North Civic Center Plaza, Suite 101,
Scottsdale, Arizona 85251, Tigrent Inc., a Colorado corporation (“Licensee”), with its principal place of business at 1612 East
Cape Coral Parkway, Cape Coral, Florida 33904, and Rich Global, LLC, a Wyoming
limited liability company (“RG”),
as a consenting party with its principal place of business at 4330 North Civic
Center Plaza, Suite 101, Scottsdale, Arizona 85251 (collectively, the “Parties”),  hereby enter into this Licensing Agreement (“Agreement”) effective March 16, 2010
(the “Effective Date”).


 


WHEREAS, Rich Dad owns or otherwise possesses
exclusive licenses for certain copyrights, trademarks, patents, and other
valuable rights, and the right to license those rights to others;


 


WHEREAS, Licensee has certain expertise in producing
live, in-person personal financial freedom training seminars/classes/workshops
(collectively, “Seminars”);


 


WHEREAS, Rich Dad desires to grant various
licenses to Licensee for use in those seminars; and


 


WHEREAS, Licensee desires to exercise certain of
those rights that Rich Dad controls in and for use with the Seminar programs
for the benefit of both Licensee and Rich Dad.


 


NOW,
THEREFORE, the
parties agree as follows:


 


ARTICLE I


GENERAL


 


Section 1.1
— Term.  The Term of this Agreement (the “Term”) shall commence on the Effective Date first written
above, and shall expire on December 31,
2014, unless terminated earlier in accordance with the terms of this
Agreement.  Notwithstanding the foregoing
sentence, the licenses granted under Article II
of this Agreement will survive termination for a period of 36 months,
but only to the extent necessary for Licensee to comply with contractual
obligations under customer contracts executed prior to the termination of this
Agreement.


 


Section 1.2
— Acknowledgement.  The
Parties acknowledge that Rich Dad Education, LLC, a Wyoming limited liability
company (“RDE”), is in arrears to
Licensee for certain royalty and administrative service fees due under a
previous licensing agreement.  Upon the
Effective Date of this Agreement, when RDE accounts are made available to
Licensee, the RDE business will not be required to repay Licensee.  All merchant reserve funds required by credit
card companies or by banks and formerly maintained in the name of by RDE and
received by Tigrent shall be deposited into the Cash Collateral Account up to
the Reserve Goal.


 


Section 1.3
—  Definitions.  Unless context clearly requires otherwise,
the initial capitalized terms used in this Agreement shall have the meanings
ascribed to such terms below:


 


(b)                                  “Accounts Receivable” means
any amounts properly due and payable to Licensee from third parties as a result
of sales made pursuant to this Agreement but not yet collected or received by
Licensee.


 


30

















 


(b)                                  “Affiliate” or
“Affiliated Entity” means any
entity (i) in which Rich Dad owns more
than a 20% interest, whether directly or
indirectly through other entities; (ii) which
directly or indirectly through other entities owns more than a 20% interest in Rich Dad; (iii) which
is related by blood or marriage to an entity which owns more than a 20% interest in Rich Dad; or (iv) in which more than a 20%
interest is owned by an entity which in turn owns more than a 20% interest in Rich Dad.  Collectively, Rich Dad and
its Affiliated Entities may be referenced throughout this Agreement as the “Rich
Dad Companies.”


 


(c)                                  “Confidential Information” has
the meaning provided in Section 4.1.


 


(d)                                  “Current Royalty Payments”
means Licensee’s monthly payments to Rich Dad in an amount equal to 3% of Gross Revenues during the Reserve Replenishment Period
(defined below).


 


(e)                                  “Exclusive Field of Use” means live, in-person
seminars and training courses on real estate investing, business,
entrepreneurship, the stock market, and other financial market investing (the “Permitted Subjects”). 
Excluded from the Exclusive Field of Use are: (i) live, in-person seminars of any kind conducted by
Rich Dad or any affiliate of Rich Dad at which any of the following are
featured speakers: Robert Kiyosaki, Kim Kiyosaki, or any Rich Dad Personality;
and (ii) live, in-person classes
taught in schools (K-12), colleges or universities to matriculated students as
part of an academic curriculum.


 


(f)                                    “Gross Revenue” means revenue actually
received by Licensee directly or indirectly related to the Rich Dad Education
Business, specifically including any funds received on Tigrent proprietary
lines from any customer whose initial purchase made from Tigrent was for a Rich
Dad branded product or service, any funds received on promissory notes
collected from students, but excluding any merchant fees, taxes, shipping,
refunds (e.g., returns, right of recession, NSF checks, and credit card
chargebacks), rebates, bad debt and any sums paid to Legacy Learning, LLC, a
Delaware limited liability company, dba Professional Education Institute (“PEI”).


 


(g)                                 “Intellectual Property” or
“IP” means Rich Dad’s: patents (whether
issued or pending), copyrights (whether registered or not), trademarks and
trade names (whether registered or unregistered); as well as concepts,
developments, trade secrets, methods, systems, programs, improvements,
inventions, data and information (whether in perceivable or machine-readable
form), source code, works of authorship and products whether or not patentable,
copyrightable, or susceptible to any other form of protection, and whether or
not reduced to practice or designated by Rich Dad as IP.  The term IP includes PMI.


 


(h)                                 “Licensed Languages” means
the English and Spanish languages.


 


(i)                                    “Licensed Rich Dad Business
Information”
means the following:


 


(j)                                  Rich
Dad trademarks;


 


(v)                                 Likenesses,
and voices, of Robert and Kim Kiyosaki (subject to prior written approval of
Rich Dad);


 


(vi)                             Documents
and other data (whether in human or machine-readable form) containing
information regarding customers, prospective customers; and


 


(vii)                         Principle,
books, information and other materials of Rich Dad, Robert Kiyosaki or Kim
Kiyosaki solely to the extent that any such materials are incorporated in any Seminar
Materials, Marketing Materials or other materials created by Tigrent and
approved by Rich Dad to conduct the business as contemplated by this Agreement.


 


(j)                                    “Non-Exclusive Field of Use” means: course
fulfillment via (i) DVD or MP3, and (ii) interactive learning programs designed
specifically for the Internet, but only to the extent such interactive learning
programs are related to the stock market, subject to the prior written approval
of Rich Dad which may be withheld in Rich Dad’s sole and absolute discretion.


 


31

















 


(k)                                “Post-Reserve Goal Royalty Payments” means the royalty that
is due and payable to Rich Dad after the Reserve Goal has been met (i.e., after
the Reserve Replenishment Period, as defined below, has been completed) and is
equal to 10% of Gross Revenue.


 


(l)                                    “Proprietary Materials and Information” or
“PMI” means
any and all material provided to Licensee by or on behalf of Rich Dad,
including but not limited to customer lists, products, trade secrets, source
code, development platforms, server system configuration diagrams, lobby server
specifications and programs, middleware, Application Program Interface data for
middleware or otherwise, unpublished artwork, tools, data and contents related
to artwork, whether 2- or 3- dimensional, all
original and secondary audio or visual data, as well as any and all other IP
and/or information which: (i) is
provided to Licensee by or on behalf of Rich Dad or to which Licensee is
provided access by or on behalf of Rich Dad, (ii) is
created developed, or otherwise generated by or on behalf of Rich Dad, (iii) concerns or relates to any aspect of Rich Dad
business or products, or (iv) is,
for any reason, identified or otherwise marked by Rich Dad as confidential;
except such other IP or information which Licensee can show, clearly and
convincingly: (1) is at the time of
disclosure, publicly and openly known as of the date of this Agreement, (2) becomes publicly and openly known
through no fault of Licensee, or (3) is in
Licensee’s possession and documented prior to the commencement of the
relationship between the Parties, lawfully obtained by Licensee from a source
other than from Rich Dad, and not subject to any obligation of confidentiality
or restrictions on use, or (4) is
approved for release by written authorization of Rich Dad.


 


(r)                                  “Rich Dad Education Business” means the business to be
undertaken by Licensee pursuant to the Rich Dad License based on students whose
contact information was obtained directly or indirectly in connection with the
Rich Dad brand and the Rich Dad Business includes all forms of revenue
subsequently obtained by Licensee from such students, including but not limited
to revenue from the Rich Dad Basic Training, Rich U, Tigrent Advanced Training,
Tigrent mentoring, Tigrent subscription services, and the like.


 


(s)                                  “Rich Dad Personality” means any authors or co- authors of a
work in the “Rich Dad”, “Rich Dad Advisors”, “Rich Family”,  “Rich Woman”, “Rich Life” or similar series of books and
all other individuals or concerns directly or in directly related to “Rich Dad”, “Rich  Dad Advisors”, “Rich Family”, “Rich Woman”, “Rich Life” or affiliated brands which may
be designated by either Robert T. Kiyosaki or Kim Kiyosaki in his or her sole discretion.


 


(t)                                    “Royalty Fee” means either the Current Royalty Payments or
the Unfulfilled Royalty Payments, as applicable.


 


(u)                                 “Royalty Rate” means (a) during
the Reserve Replenishment Period, 8% of Gross
Revenues which is due and payable as Current Royalty Payments and Unfulfilled
Royalty Payments and (b) after
the Reserve Replenishment Period, 10% of Gross
Revenues, which is due and payable as the Post-Reserve Goal Royalty Payments.


 


(v)                                   “Territory” means within the borders of Canada, the United
Kingdom and the United States.


 


(r)                                  “Unfulfilled Royalty Payments”
means Licensee’s monthly payments to Rich Dad that are to accrue concurrently
with the Current Royalty Payments and are based on actual student course
fulfillment or student contract breakage in an amount equal to 5% of Gross Revenues associated with the
applicable student’s contract which were the subject of the course fulfillment
or student contract breakage.  Until the
Reserve Goal is achieved and maintained, the maximum Unfulfilled Royalty Payments
shall be deposited into the Escrow Account established pursuant to Section 3.2 of this Agreement and such amounts shall be
deemed to be still owing to Rich Dad, but not due or payable until the Reserve
Goal has been achieved and Licensee has sufficient cash on hand to make such
payments from operating cash flow.  Once
the Reserve Goal is achieved, then all Unfulfilled Royalty Payments paid into
the Escrow Account shall be made payable by Licensee to Rich Dad in conformance
with Section 3.2 (c) of this Agreement.  Fulfillment Royalty Payments shall be made
payable by Licensee to Rich Dad to the extent Licensee has sufficient cash on
hand to make such payments from operating cash flow, up to the 5% maximum.  Any
excess amounts due to Rich Dad shall remain owed by Licensee, but shall not be
deemed payable until Licensee has sufficient cash on hand to make such
payments.  Under no circumstance will
Unfulfilled Royalty Payments be payable to Rich Dad if such payments would
cause the Reserve Goal to not be met.


 


32

















 


ARTICLE II


LICENSE


 


Section 2.1 — Exclusive License.  Rich Dad hereby grants to Licensee an
exclusive right and license to use, sell, offer to sell, make, reproduce,
distribute, publicly perform, publicly display, modify and otherwise
commercially exploit (collectively “Utilize”) the
Licensed Rich Dad Business Information during the Term, solely within the
Territory and solely within the Exclusive Field of Use.  Any and all goodwill related to the use of
the Rich Dad trademarks and copyrights inures to the benefit of Rich Dad.  Licensee is not permitted to distribute any
products or services including Licensed Rich Dad Business Information outside
the seminars and alternative fulfillment vehicles expressly permitted by this
Agreement.  This License is not
transferable and it may not be sublicensed to any party without Rich Dad’s
prior written consent, which may be withheld in its sole and absolute
discretion, provided however that Licensee may sublicense any of the rights and
licenses granted hereunder to its subsidiaries limited to, Tigrent Learning, Inc.,
Tigrent e-Learning, Inc., Tigrent Group, Inc., Tigrent U.K. Ltd.,
Tigrent Canada, Ltd., Tigrent Enterprises Inc. and Tigrent Communications, Inc.


 


Section 2.2 — Non-exclusive License.  Rich Dad hereby grants to Licensee
a non-exclusive right and license to utilize the Licensed Rich Dad Business
Information during the Term, solely within the Territory and solely within the
Non-exclusive Field of Use.


 


Section 2.3 — Licensed Languages.  The rights and licenses granted under Sections 2.1 and 2.2 are limited
to use in the Licensed Languages.


 


Section 2.4 — Trademark and Name, Likeness and
Voice Licenses.  Rich Dad hereby
grants to Licensee a non-exclusive right and license to use, reproduce,
publicly display, publicly perform and distribute during the Term and within
the Territory: (a) the Rich Dad trademarks
and (b) the name, likeness and voices
of Robert and Kim Kiyosaki to the extent provided or approved by Rich Dad; but
solely in the Exclusive Field of Use and the Non-exclusive Field of Use in
connection with Licensee’s license hereunder. 
All such uses will be subject to Rich Dad’s prior written approval which
may be withheld in Rich Dad’s sole and absolute discretion.


 


Section 2.5 — Transferabilitv/Sublicensing.  The rights and licenses granted under this Article II may not be conveyed, sublicensed, assigned
or otherwise transferred by operation of law or otherwise by Licensee to any
third party without Rich Dad’s prior written consent.  Notwithstanding the foregoing sentence
Licensee may sublicense any of the rights and licenses granted under this Article II to its subsidiaries limited to, Tigrent
Learning, Inc., Tigrent e-Learning, Inc., Tigrent Group, Inc.,
Tigrent U.K. Ltd., Tigrent Canada, Ltd., and Tigrent Enterprises, Inc. and
Tigrent Communications, Inc.


 


ARTICLE III


PAYMENT


 


Section 3.1
—  Payments.  Licensee shall pay to Rich Dad the Current Royalty Payments and the Post-Reserve
Goal Royalty Payments no later than 15 calendar
days after the end of each calendar month via wire transfer to Rich
Dad’s account at Wells Fargo Bank, N.A., ABA Routing No. 121000248, Swift Code WFB1US6S, for the benefit of Rich Dad
Operating Company, LLC, Account No. 568-6625012.  Any Current Royalty Payments and/or
Unfulfilled Royalty Payments that are not paid within 15 calendar days after the end of a given
month shall be considered delinquent. 
Interest shall accrue on such delinquent Current Royalty Payments and/or
Unfulfilled Royalty Payments amounts at a rate of 12% per annum until such past due amounts including any and
all accrued interest on such amounts are paid in-full.


 


Section 3.2 — Unfulfilled Reserve.  The parties recognize the desirability of
maintaining a cash reserve sufficient to ensure that Licensee can fulfill
contractual commitments to RDE and/or Licensee students.  For this purpose, Licensee and Rich Dad shall
establish a separate, restricted escrow account with U.S. Bank, N.A. (the “Escrow Account”), with U.S. Bank, N.A. as escrow agent (the “Escrow Agent”), together with a securities account (the “Cash Collateral Account”) established by Tigrent with Escrow
Agent, as securities intermediary, for the benefit of 


 


33

















 


Rich Dad and Tigrent, as
their respective interests appear hereunder, for the purpose of fulfilling
outstanding contractual student commitments and paying to Rich Dad the
Unfulfilled Royalty Payments.  The terms
governing the use and release of any funds in the Escrow Account and the Cash
Collateral Account are set forth in the Cash Collateral Account and Escrow
Agreement dated as of March 16, 2010
(the “Account Agreement”) among Escrow Agent,
Tigrent and Rich Dad.  In order to
protect its brand, Rich Dad requires cash collateral to secure Licensee’s
obligations and duties to fulfill student contracts and to secure Licensee’s
obligation to pay to Rich Dad the Unfulfilled Royalty Payments and the parties
are each willing to contribute funds to be used as cash collateral for those
obligations and duties as provided before. 
It is the stated goal of both parties that the Escrow Account and the
Cash Collateral Account will accumulate an amount of funds which when summed
with RDE’s and Licensee’s merchant deposit reserve funds held with credit card
companies or commercial banks results in an amount equal to 30% of Licensee’s deferred revenue (the “Reserve Goal”).  The
parties will use best efforts to reach the Reserve Goal as soon as possible on
a commercially reasonable basis.  To
secure its obligations under this Agreement, Tigrent shall grant a security
interest to Rich Dad in all of Tigrent’s right, title and interest in and to
the Cash Collateral Account and Tigrent represents and warrants that during the
term of this Agreement, Tigrent shall not grant a lien in the Cash Collateral
Account or any property credited thereto to any other person.


 


(a)                                  To meet the Reserve Goal, the Parties
shall do the following between the Effective Date and the date that the Reserve
Goal is met (the “Reserve Replenishment
Period”):


 


(ii)                                  Within 25
days of the conclusion of each calendar month, Tigrent will
calculate its Average Cash Balance as of the end last day of the month.  “Average Cash Balance”
means the average cash balance of all unrestricted funds in Tigrent accounts
for the prior 90-day period, but specifically
excludes (i) proceeds from the sale of, or
other realization on, non-core assets and (ii) any
cash accounts from RDE made available to Tigrent.  In the event that the Average Cash Balance is
in excess of $6,000,000, Tigrent will sweep the excess into
the Cash Collateral Account; provided, however, such deposits shall not be
required to the extent the resulting amount of funds then on deposit in the
Cash Collateral Account are in excess of the Reserve Goal.  Under such circumstances, the Reserve Goal
must remain achieved and maintained for the given month.  The parties agree that Tigrent will not be
required to make the first sweep until July 25, 2010
based upon the Average Cash Balance for April, May and June, 2010.  Tigrent shall
only be permitted to withdraw funds from the Cash Collateral Account at the
written direction of Rich Dad delivered to the Escrow Agent pursuant to the
Account Agreement.


 


(ii)                                On a monthly basis, Licensee shall deposit the
applicable monthly Unfulfilled Royalty Payment into the Escrow Account.


 


(b)                                  In addition to the above-referenced cash
deposits, the parties shall work cooperatively to increase student fulfillment
and reduce deferred revenue.  Examples of
such cooperation may include, attendance by Robert and Kim Kiyosaki at RDE
events, or special marketing programs intended to increase the likelihood of
student fulfillment.


 


(ci)                              Tigrent shall prepare and deliver written
instructions to Escrow Agent so that Rich Dad receives distributions from the
Escrow Account in the following amounts and in accordance with the following
time frames:


 


(iii)                            No later than January 10,
April 10, June 10
and September 10 of each calendar year
of the Agreement, commencing June 10, 2010,
Rich Dad shall receive a base distribution (“Base
Distribution”) in an amount equal to 40%
of the sum of (a) the aggregate deposits
made by Tigrent during the preceding quarter and (b) the
aggregate investment income on the Escrow Account.


 


(iv)                               Each January 10
and June 10 of each calendar year of
the Agreement, commencing on June 10, 2010,
Rich Dad shall receive an excess reserve distribution in the amount by which
the Reserve Goal is exceeded by the sum of (a) amounts
then on deposit in the Cash Collateral Account and the Escrow Account at the
end of the immediately 


 


34

















 


preceding month (after giving effect to the Base
Distribution of even date), and (b) the
merchant deposit reserve funds held with credit card companies or commercial
banks as described above in this Section 3.2


 


(d)                                  Monthly Reports.


 


(i)                                    Deferred Revenue. 
Licensee shall report to Rich Dad the Licensee deferred revenue and the
actual amount contained in the Escrow Account as Unfulfilled Royalty
Payments.  Such reports will be delivered
within 25 days of the end of the
applicable month.  Licensee shall consult
with Rich Dad with respect to the progress being made to achieve the Reserve
Goal.


 


(ii)                                Cash Operating Profit. “Cash
Operating Profit” or “COP”
means the Total Adjusted Cash Sales less the sum of: (1) all
direct course expenses; (2) all
advertising and sales expenses, including commissions, excluding license fees;
and (3) 9% of Total Cash Sales; which is included in order to estimate
the amount of cash outlays which is recorded as deferred expenses. “Monthly COP Target” means the COP goal for any particular
month.  The Monthly COP Targets for FY 2010 shall be as separately agreed to by the
parties.  The Monthly COP Target for each of Tigrent’s subsequent fiscal
years shall be as set forth in Tigrent’s AOP for such fiscal year as approved
pursuant to this Agreement.   The
parties shall confer on a monthly basis to review and discuss Tigrent’s
progress in achieving the Monthly COP Targets. 
On a monthly basis, commencing April 2010,
Licensee shall prepare a report looking backward at the prior 3 calendar months to determine whether
its operations have generated not less than 85%
of the aggregate COP Targets for the prior 3 calendar months
(the “Profit Hurdle”).  Failure to achieve the Profit Hurdle shall be
a material breach of this Agreement.


 


(e)                                  Investments; Investment Income. 
Funds on deposit in the Cash Collateral Account may be invested such
investment securities as mutually agreed to between Tigrent and Rich Dad.  Tigrent shall be responsible for reporting
any interest or other income received on account of such investments and for
any tax liabilities relating thereto.


 


(i)                                    Investment income on funds deposited to
the Cash Collateral Account shall be credited to the Cash Collateral Account by
the Escrow Agent as and when received; provided, however, in the event the
funds then on deposit in the Cash Collateral Account, after giving effect to
the crediting of such amounts to the Cash Collateral Account, exceed the
Reserve Goal, such investment income shall be distributed to Tigrent to the
extent of such excess.


 


(ii)                                Investment income on funds deposited to
the Escrow Account shall be credited to the Escrow Account by the Escrow Agent
as and when received; provided, however, accrued investment income shall be
distributed to Rich Dad semi-annually not later than 5 business
days following June 30
and December 31 of each calendar year.


 


ARTICLE IV


CONFIDENTIALITY


 


Section 4.1
—  Confidentiality.  In
performing the services under this Agreement, the Parties may be provided or
may otherwise come into the possession of Proprietary Materials and Information
and any other information regarding the business, affairs and services of the
providing party (hereinafter, the “Confidential Information”),
all of which are valuable to the providing party or are required by law or good
business practices to be held confidential. 
Each party agrees to receive, hold and treat all Confidential
Information received from any other party as confidential and secret and agrees
to use its best efforts to protect the confidentiality and secrecy of such
Confidential Information.  Each party
agrees to only divulge Confidential Information to its employees or third
parties who are required to have such knowledge in connection with the
performance of their obligations under this Agreement and such party shall not
disclose, directly or indirectly, any Confidential Information whatsoever, 


 


35

















 


including without limitation, for its own benefit or any
third party’s benefit.  Confidential
Information does not include information which (i) was
or becomes generally available to the public, (ii) was
or becomes available on a non-confidential basis, provided that the source of
such information was not bound by a confidentiality agreement in respect
thereof, (iii) was within the receiving
party’s possession prior to being furnished by or on behalf of other party,
provided that the source of such information was not bound by a confidentiality
agreement in respect thereof, or (iv) the
information is a duplication of materials that receiving party already
possesses that are not subject to confidentiality obligations.


 


e)                                      For
purposes of this Article IV, “Confidential Information”  includes
both IP and PMI as defined above.


 


f)                                        Upon termination of this Agreement,
each party shall destroy all copies of the Confidential Information received
from the other party, return all original documents and publicity materials,
discontinue all use of computer links, erase all of the providing party’s
Proprietary Materials and Information, including intellectual property
contained in the receiving party’s computer memory or data storage, and destroy
all Confidential Information stored on computer, disk, CD-Rom or computer
backup within 90 days after this Agreement
terminates.  The receiving party shall
provide a certified document within 90 days stating
that all Confidential Information in the receiving party’s possession has
either been destroyed, erased, or returned, unless such Confidential
Information is required to be disclosed pursuant to paragraph
(d) below or for the fulfillment
of any program.


 


g)                                     Each Party agrees that it will not
disclose any Confidential Information to any third party. Further, each party
agrees that it will not use Confidential Information of the receiving party for
any purpose other than for the performance of the rights and obligations
hereunder during the terms of this Agreement and for a period of 5 years thereafter, without prior written consent of
the disclosing party.  Receiving party
further agrees that Confidential Information shall remain the sole property of
the party providing such information and that it will take all reasonable
precautions to prevent any unauthorized disclosure of Confidential Information
by its employees.  The terms of this Article IV shall survive the termination of this
Agreement.


 


h)                                     The
obligations regarding Confidential Information in this Article IV
do not apply if: (i) the
Parties have agreed in writing to a particular disclosure, use or copying; or (ii) either Party (the “Disclosing
Party”) is requested or becomes legally compelled (by oral
questions, interrogatories, requests for information or documents, subpoena,
civil or criminal investigative demand, or similar process) or is required to
comply with any applicable law or by a regulatory body to make any disclosure
that is prohibited or otherwise constrained by this Agreement.  In such case, the Disclosing Party will
provide the other party with prompt notice of such request and consult with the
other party to the extent practicable, so that it may seek an appropriate
protective order or other appropriate remedy. 
Subject to the foregoing, the Disclosing Party may furnish that portion
(and only that portion) of the Confidential Information that, in the written
opinion of its counsel reasonably acceptable to the other party, the Disclosing
Party is legally compelled or is otherwise required to disclose or else stand
liable for contempt or suffer other material censure or material penalty;
provided, however, that the Disclosing Party must use reasonable efforts to
obtain reliable assurance that confidential treatment will be accorded any
Confidential Information so disclosed.


 


ARTICLE V


RIGHTS
AND RESTRICTIONS ON INTELLECTUAL PROPERTY USE


 


Section 5.1 — Acknowledgement of Ownership.  Licensee acknowledges and agrees that the
rights Rich Dad grants to Licensee pursuant to this Agreement constitute a
limited license of limited duration, and that Licensee rights to use Rich Dad’s
Proprietary Materials and Information terminate with the termination of this
Agreement except to the extent permitted under Section 1.1.  Licensee further acknowledges that nothing in
this Agreement grants Licensee any ownership interest of any kind whatsoever in
Rich Dad’s Proprietary Materials and Information, which ownership rests
exclusively to Rich Dad and/or its Affiliated Entities.


 


36
















 


Section 5.2 — Disclaimer of Title in Confidential Proprietary
Materials and Information and/or IP.  Licensee
hereby disclaims any right, title, ownership and interest in Rich Dad’s  Confidential Proprietary Materials and
Information and/or IP, except for those specific rights granted to Licensee
herein, and covenants to transfer or assign back to Rich Dad and/or its
Affiliated Entities any rights, title, ownership, or interest that it may
acquire in Rich Dad’s Confidential Information.


 


Section 5.3 — Use of Trademarks.  Licensee acknowledges the validity of Rich
Dad’s trademarks, including but not limited to the trademarks “Rich Dad,” “CASHFLOW,” and “The
CASHFLOW  Quadrant” among
many others, as well as the Rich Dad trade dress.  Licensee agrees that it will use only those
trademarks for which it has been granted a license pursuant to this Agreement,
and that it will use those trademarks only in accordance with the terms and
provisions of this Agreement.  Licensee
shall not at any time during or after the Term do or cause to be done any act
or thing contesting or in any way impairing or tending to impair any part of
Rich Dad’s right, title, and interest in the trademarks.


 


Section 5.4 —  No
Affiliation: Use of .Marks. 
Licensee recognizes the great value of the publicity and goodwill
associated with Rich Dad name, its trademarks and trade dress and acknowledges
both that such goodwill exclusively belongs to Rich Dad and any use of the
trademarks inures to Rich Dad and that the trademarks have acquired a secondary
meaning in the mind of the purchasing public. 
Licensee agrees that neither it nor any of its members, directors,
officers, employees, agents, or any entity affiliated with it shall use during
or after the Term Rich Dad’s Intellectual Property or PMI, Proprietary
Materials and Information in any manner that would suggest sponsorship,
affiliation, or joint venture by or with Rich Dad without the express written
consent of Rich Dad specifically for such usage.


 


Section 5.5 - Assignment. 
Licensee hereby assigns to Rich Dad all right, title, and interest that
it may acquire in and to any and all derivatives, abridgements, improvements,
derivative adaptations or modifications to the Confidential Information and IP,
as well as any and all subsidiary rights in other media whether now or later
known which is made or devised by Licensee alone or jointly with others, or
which Licensee creates, conceives or which was first made in connection with
Licensee’s undertakings under this Agreement.


 


Section 5.6 — Infringement.  If Licensee is notified of any actual or
threatened infringement within the Territory of the rights granted to it
pursuant to the licenses granted by this Agreement, Licensee shall immediately
notify Rich Dad of the infringement or potential infringement. Enforcement of
any alleged infringement shall be at Rich Dad’s sole and absolute discretion,
and at Rich Dad’s sole option.  Licensee
shall not have any independent right to enforce the Rich Dad IP rights.  Rich Dad may, at its sole option, grant Licensee
the right to pursue IP infringement on a case-by-case basis.


 


If the parties have notice that a person or concern is
infringing on the use of the Licensed Rich Dad Business Information within the
Exclusive Field of Use, and Rich Dad refuses to enforce its IP right or allow
Licensee to enforce the IP rights granted under this Agreement, then such
action will be a material breach of this Agreement.


 


Section 5.7 —  Reservation
of Rights. All rights not expressly granted to Licensee herein are reserved
to Rich Dad.  Such reserved rights shall,
without limiting the generality of the foregoing, include rights to any
derivative, abridgement, improvement, derivative adaptation or modification, as
well as any and all subsidiary rights in other media, whether now known, or
later devised.


 


Section 5.8 — Effect of Termination by Rich Dad.  If Rich Dad rightfully terminates the License
Agreement due to a material breach by Tigrent (including any Event of Default
set forth in Article VII), then Tigrent
will provide to Rich Dad a non-exclusive, perpetual, transferable,
sublicensable right and license to Utilize: (a) any
intellectual property developed by RDE or Tigrent that was branded with the
Rich Dad logos and that was used as part of: (i) the
free preview seminars or (ii) the
basic seminars, and (b) the
Rich U advanced course materials.  For
the avoidance of doubt, the parties state that this license is not intended to
provide any intellectual property developed by RDE or Tigrent related to any
Advanced training, seminars or courses (except the Rich U Advanced course
materials), as these materials are based on intellectual property developed by
or on behalf of RDE or Tigrent without reference to Rich Dad intellectual
property.


 


37

















 


ARTICLE VI


REPRESENTATIONS,
WARRANTIES, AND ACKNOWLEDGEMENTS


 


Section 6.1
—  Necessary Resources.  Licensee warrants that it has available to it
and shall use, all the rights, tools, utilities, and manpower necessary to
perform and fulfill its obligations under this Agreement.


 


Section 6.2
—  Authority.  Licensee and Rich Dad warrant to each other
that each has the authority to enter into this Agreement and bind itself
thereto.


 


Section 6.3 — Other Agreements Not Breached.  Licensee and Rich Dad warrant to each other
that this Agreement does not violate any agreement either party may have with
third parties, and Licensee and Rich Dad warrant to each other that their
respective performance under this Agreement will not place either party in breach
of any other obligations.


 


Section 6.4
— Others’
Intellectual Property Not Infringed. 
Licensee and Rich Dad each warrant to the other that their respective
performance under this Agreement does not violate any intellectual property or
other proprietary rights of third parties.


 


Section 6.5 —  Ownership
of Intellectual Property.  Rich Dad
represents and warrants to Licensee that it owns or otherwise controls the
copyrights, trademarks, and patents that are or may be the subject of this
Agreement, and that it has the sole and  exclusive right to extend the
limited license of rights herein granted to Licensee.


 


Section 6.6 —  Confidentiality
in Subcontracts.  Licensee represents
that it may contract with third parties (“Sublicensees”)  to perform certain work for Licensee in the
performance of Licensee’s obligations under this Agreement.  Licensee warrants that it will require
Sublicensees to maintain confidentiality with respect to Rich Dad’s
Confidential Information in the same manner as required of Licensee itself
pursuant to this Agreement.


 


Section 6.7 — Duty of Good Faith.  Licensee and Rich Dad represent and warrant
to each other that each will deal with the other in good faith regarding this
Agreement and any interaction incidental thereto, and that neither will act in
such manner as to deprive the other of the benefit of its bargain under this
Agreement.


 


Section 6.8 — Failure of Warranty.  Licensee’s representations and warranties as
set forth in this Article VI
are a material part of this Agreement, and Rich Dad relies on them
accordingly.  If any such Licensee’s
warranties and representations are untrue, inaccurate, or otherwise incomplete,
then Rich Dad, at its option and in addition to any other rights and remedies
it may possess at law or in equity, may make such reasonable demands for
assurances of continued performance from Licensee as Rich Dad shall deem
necessary.  If Rich Dad does not accept
Licensee’s additional assurances, Rich Dad may choose to declare Licensee in
default.


 


Section 6.9 —  Entire
Agreement.  Licensee warrants to Rich
Dad that it has not relied on any oral statements inconsistent with this
Agreement made by Rich Dad, its employees, officers, directors, or agents, and
that this Agreement is the entire agreement between the parties with respect to
the matters herein.


 


Section 6.10 —  Indemnity.  The parties to this Agreement agree to
indemnify and hold each other harmless as follows:


 


Section 6.10.1
—  Indemnity by Licensee.  Licensee agrees to indemnify and hold
harmless Rich Dad and its Affiliated Entities, their licensees, customers,
directors, members, officers, employees, agents, successors and assigns, for,
from, and against all liabilities, demands, judgments, costs, expenses, fees
(including without limitation attorney’s fees), settlements, penalties, or
losses of any nature whatsoever to the extent that they may be incurred in
connection with any third party claim, action, or proceeding claiming or
asserting Licensee’s performance or failure to perform under this Agreement, or
Licensee’s breach of its representations and warranties made as part of this
Agreement.


 


Section 6.10.2 — Indemnity by Rich Dad.  Rich Dad agrees to indemnify and hold
harmless Licensee its subsidiaries and affiliated companies and their
directors, members, officers, employees, agents, successors and 


 


38

















 


assigns, for, from, and
against all liabilities, demands, judgments, costs, expenses, fees (including
reasonable attorney’s fees), settlements, penalties, or losses of any nature
whatsoever to the extent that they may be incurred because of any third-party
claim, action, or proceeding claiming or asserting that the rights licensed to
Licensee by Rich Dad pursuant to Article II,
including Rich Dad Business Information (including all Proprietary Materials
and Information contained therein), violate a third party’s copyright, patent,
or trademark or other intellectual property right; or is otherwise libelous,
defamatory, or an invasion of infringe any third party’s Intellectual Party
contains any defamation or violates any right of privacy or publicity of any
party.


 


Section 6.11 — Return of Materials upon
Termination.  Licensee warrants that,
upon termination of this Agreement for whatever reason, it shall return any and
all copies of Rich Dad’s Confidential Information that Licensee has in its
possession, as well as any other documents or things belonging to Rich Dad that
may be in Licensee’s possession, to Rich Dad office forthwith, at Licensee’s
expense.


 


Section 6.12 — Failure to Cease Exploitation.  Licensee acknowledges that its failure
(except as otherwise specifically provided herein) to cease the exploitation of
the Licenses granted under this Agreement at the earlier or termination or
expiration of this Agreement will result in immediate and irreparable damage to
Rich Dad, and to the rights of any other licensors or licensees of Rich Dad. In
addition, Licensee further acknowledges and admits that there is no adequate
remedy at law for such failure and Licensee therefore hereby voluntarily and
knowingly stipulates and agrees that in the event of any such failure, Rich Dad
shall be entitled to seek injunctive relief and other equitable remedies
without the necessity of posting a bond, as well as costs and attorneys’ fees.


 


Section 6.13
- Limitations
on Liability.  In no event will either party be liable for
the punitive damages.


 


ARTICLE  VII


DEFAULT
AND  BREACH


 


Section 7.1
—  Default defined. Rich Dad may, at
its option, declare Licensee to be in default of this Agreement if:


 


(r)                                  Licensee
suffers any material levy, lien, or attachment (“Liens”)
arising after the Effective Date, and fails to either bond or pay-off the Lien
within 20 days;


 


(s)                                  Licensee
files for Chapter 7 or Chapter 11 bankruptcy;


 


(t)                                    Licensee
transfers all or substantially all of its assets;


 


(u)                                 Licensee
suffers any material restriction on its ability to do business as a result of
current or future lawsuits or governmental proceedings;


 


(v)                                   Licensee’s
failure to program sufficient courses so that at least 75% of the prior years’ students have the
opportunity to fulfill the course work purchased during the current calendar
year;


 


(w)                                Licensee
fails to make any payment to Rich Dad pursuant to this Agreement when due;


 


(x)                                  A
royalty audit reveals a material deviation (>
10%);


 


(y)                                  Licensee
fails to timely perform its material obligations;


 


(z)                                  Licensee
materially breaches any of its representations or warranties in this License
Agreement;


 


(aa)                            A
“going concern” qualification in an
audit opinion for Licensee is issued with respect to any fiscal year after 2010;


 


(bb)                            Licensee’s
periodic reports filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1934, as
amended (the “Exchange Act”), fail to comply in
all material respects 


 


39

















 


with
the requirements of the Exchange Act;


 


(cc)                            Licensee
attempts to assign, transfer, or sublicense any of the rights and licenses
granted without Rich Dad’s prior written approval, provided however that
Licensee may sublicense any of the rights and licenses granted hereunder to the
extent permitted under Section 2.5;


 


(dd)                          Licensee’s
withdrawal of funds from the Cash Collateral Account except pursuant to a
written instruction from Rich Dad to the Escrow Agent;


 


(ee)                            Licensee’s
withdrawal of funds from the Cash Collateral Account based on any report
prepared by the Licensee, after the attainment of the Reserve Goal, in any
amount which would make it so the Reserve Goal was no longer met, without Rich
Dad’s prior written consent;


 


(ff)                                Licensee’s
failure to fulfill at least 50% of
the prior year’s ending Deferred Revenue;


 


(gg)                          Licensee’s
failure to comply with its obligations under Article VIII
of this Agreement.


 


(hh)                          Licensee’s
failure to act in good faith in its dealings with Rich Dad regarding this
Agreement.


 


Section 7.2
—  Default Procedures.  If
Rich Dad chooses to declare Licensee in default after the occurrence of any
event under Section 7.1 or for any other
material breach, then Rich Dad shall provide to Licensee a written
notice of default (“NOD”).  Licensee shall have the right to cure such
default within 30 days of receipt
of the NOD, unless such default event cannot be cured in such 30-day period in which case Licensee must
demonstrate to Rich Dad’s satisfaction within such 30-day period that it has taken reasonable steps to cure such
default event.  If Licensee fails to cure
the default event within the allotted time, Rich Dad may, at its sole and
absolute discretion, declare a material breach of this Agreement and terminate
this Agreement effective immediately. 
Notwithstanding the foregoing, any default under Section 7.1 (a) though (e) are not subject to any cure
period, and create an immediate option to terminate for Rich Dad or deem this
Agreement terminated for purposes of terminating the Escrow Account created
pursuant to the Account Agreement.


 


Section 7.3
— Rights on
Breach.  If Licensee commits an act
or omission that constitutes a material breach of this Agreement, then Rich Dad
may terminate this Agreement effective immediately by delivery of a written
notice of breach and termination, which shall describe the acts or omissions
that constitute the material breach, and shall provide instructions to Licensee
for the return of Rich Dad’s Confidential Information.


 


Section 7.4 — Default Not Exclusive.  Nothing in this Article VII or
otherwise in this Agreement shall restrict or otherwise impair any right Rich
Dad may have in law or equity to terminate this Agreement without further notice
in the event of a total material breach of this Agreement by Licensee.


 


ARTICLE VIII


LICENSEE’S
ADDITIONAL OBLIGATIONS


 


Section 8.1 — Performance Level Reporting.


 


(c)                                  Licensee
to meet the following performance standards:


 


i.                                         Timeliness.  Service Level/Average Speed of Answer.  This is how quickly the average telephone
call is answered.  Licensee’s goal is to
answer 80% of the calls within 3 minutes.


 


ii.                                     Abandonment or percentage of calls not answered.  Licensee’s goal is less than 20% of the calls should abandon within 90 days of the
execution of the definitive license agreement, 18% at the
180 day mark and 15% at the 270 day mark.  Licensee will test announcing current hold
time to anyone who is placed on hold.


 


40

















 


iii.                                 Responsiveness to satisfy customers who call/write
or e-mail or otherwise communicate with a concern or complaint.  Licensee’s goal shall be to have an initial
response within 24  hours
- 100% of the time.  The goal is to conclude the complaint
handling, which would include the customer being notified and agreeing to the
handling as quickly as possible. 
Licensee’s goal is to resolve 80% of its
complaints within 72 hours.
Refund requests received in writing will be resolved, meaning an official
determination on the refund will be issued within 10 business
days  80% of the time.  Should the customer issue a rebuttal to the
determination, the process will start over again the date of the written
rebuttal.


 


iv.                                    Lagging Indicators.  Those indicators that if managed correctly,
should lead to a reduction in certain areas of customer complaints and a
resultant rise in overall customer satisfaction.


 


v.                                        Source of Complaints.  Customer Complaints from the following
sources should be reviewed and categorized in order to understand how the
organizations of people or processes need to be improved to avoid receiving a
similar complaint in the future:


 


1.             Robert
T. Kiyosaki and/or Kim Kiyosaki


 


2.             Rich
Dad Operating Company, LLC


 


3.             Any
Attorney General Complaint


 


4.             Any
Complaint from a Private Attorney


 


5.             Any
Better Business Bureau (“BBB”) Complaint


 


vi.                                    Customer Surveys.  Feedback mechanisms that customers let
Licensee know:


 


1.                                      What
customers like about doing business with Licensee.


 


2.                                      In
what areas customers want improvements.


 


3.                                      Identify
lagging indicators.  This should allow
Licensee to track satisfaction and dissatisfaction levels over time.  It is important that as Licensee reviews the
trends of lagging indicators, that Licensee creates “Action Plans.”  These Action Plans should commit resources
and talent to developing people and possibly a better process or policy that
eliminates the sources of complaints. 
Most attention is normally directed toward those complaints that are
received most frequently.  Only by
measuring these lagging indicators will Licensee know where to focus its
attention on.


 


(d)                                  Licensee
to report on each of the above performance covenants on a weekly basis, in a
form suitable to Rich Dad, in Rich Dad’s discretion, subject to change by Rich
Dad from time-to-time.


 


Section 8.2 — Board Meeting Observation Rights.


 


(g)                                 Licensee
shall permit Rich Dad 1
representative, designated by Rich Dad in its sole discretion (the “Board Observer”), to attend all meetings of Licensee’s Board
of Directors in a nonvoting capacity, and, in connection therewith, Licensee
will provide to such representative copies of all notices, minutes, consents
and other materials, financial or otherwise, which Licensee provides to its
Board of Directors provided, however, that Licensee reserves the right to
exclude such representative from access to any material or meeting or portion
thereof if Licensee reasonably believes, upon advice of counsel, that such
exclusion is reasonably necessary in order for the 


 


41

















 


directors to fulfill their fiduciary duties or
to preserve the attorney-client privilege (such rights, “Board
Observation Rights”).


 


(h)                                 Licensee
shall pay, defend, protect, indemnify and hold Rich Dad and its members,
managers, officers, employees, agents and assigns (the “Observer
Indemnified Parties”), harmless for, from, and against any and all
losses, causes of action (whether in contract, tort, or otherwise), claims,
costs, damages, demands, judgments, liabilities, suits, and expenses
(including, without limitation, reasonable costs of investigation, and
attorneys’ fees and expenses) of every kind, character, and nature whatsoever
arising out of the exercise of Rich Dad’s Board Observation Rights (individually
and collectively, the “Observer Liabilities”),
including any and all Observer Liabilities arising from the active or passive
negligence of the Observer Indemnified Parties, provided, however, that such
indemnification rights shall include active or passive negligence, but shall
not extend to the gross negligence or willful misconduct of the Observer
Indemnified Parties.


 


(i)                                    Observer
Indemnified Parties shall notify Rich Dad of the existence of any claim,
demand, or other matter to which Licensee’s indemnification obligation applies,
and shall give Licensee a reasonable opportunity to defend the same at its own
expense and with counsel satisfactory to the Observer Indemnified Parties;
provided that the Observer Indemnified Parties shall at all times also have the
right to fully participate in the defense at its own cost.


 


(j)                                    If
the Observer Indemnified Parties are advised in an opinion of counsel that
there may be legal defenses available to it which are different from or in
addition to those available to Licensee or if the Observer Indemnified Parties
shall, after receiving notice of Licensee’s indemnification obligation and
within a period of time necessary to preserve any and all defenses to any claim
asserted, fails to assume the defense or to employ counsel for that purpose
satisfactory to the Observer Indemnified Parties, the Observer Indemnified
Parties shall have the right, but not the obligation, to undertake the defense
of and to compromise or settle the claim or other matter on behalf of, for the
account of, and the risk of Licensee.  In
the event of the exercise of the right set forth in this paragraph
(d),  Licensee shall be responsible for
the reasonable counsel fees, costs, and expenses of the Observer Indemnified
Parties in conducting its defense.


 


(k)                                Licensee
shall add Board Observer to Licensee’s Directors and Officers insurance policy,
and Licensee shall provide a copy of the Certificate of Insurance showing
coverage for the Board Observer within 15 days of Rich
Dad’s designation of the Board Observer.


 


(l)                                    At
the option of Rich Dad, to be exercised in its sole discretion, Licensee will
take reasonable efforts to cause 1 individual
designated by Rich Dad to be appointed as a member of the Board of Directors of
Tigrent.


 


Section 8.3 — Quality Control.


 


(j)                                    The use of Licensed Rich
Dad Business Information in any Seminar Materials or Seminar shall be subject to prior written
approval of
Rich Dad, including any such approval prior to the Effective Date of this
Agreement.


 


(k)                                Approval
Process:  Licensee shall provide Rich Dad
(to the attention of Marian Van Dyke) a syllabus (in such form as Rich Dad may
reasonably request) for each Seminar and samples of all associated Seminar
Materials (including any collateral items not bearing the Licensed Marks) at
least 10  days prior to
offering or conducting the Seminar or distributing or offering for sale or
otherwise making available to the public the Seminar Materials.


 


(l)                                    Unless
Rich Dad notifies Licensee that the Seminar or Seminar Materials are rejected
within 10 days from receipt by Rich Dad of the
samples, Licensee may go forward with offering the Seminar Materials.


 


(m)                              After
samples have been approved in writing, Licensee may not make any material
change to the 


 


42

















 


use
of the Rich Dad Business Information in the merchandise or materials without
Rich Dad’s prior written approval.


 


(n)                                 Licensee
shall provide Rich Dad, without charge, additional samples of each item of
Seminar Materials from time to time as Rich Dad may request.


 


(o)                                  At
the expense of Licensee, Rich Dad shall have the right to audit seminar quality
through attendance as follows:  Up to 12 3-day fulfillment seminars per year and up to 12 advanced training seminars per year.


 


(p)                                  Licensee  shall develop (at its own cost) all draft sales and
marketing materials for the Program as the parties shall mutually agree from
time-to-time (“Draft Marketing Materials”), and
shall submit such draft materials to Rich Dad for Rich Dad’s approval, which Rich
Dad may withhold in its sole and absolute discretion.


 


(q)                                  Rich
Dad shall provide Licensee with access to at least 1
Rich Dad employee with current knowledge of Rich Dad, Rich Dad Intellectual
Property, and Rich Dad’s brand marketing strategies, who can provide Licensee
that information for Licensee to incorporate into PEI’s materials marketing the
seminars.  The initial Rich Dad employee
shall be Marian Van Dyke.


 


(r)                                  Upon
receipt of the Draft Marketing Materials, Rich Dad shall have 5 business days to approve of the Draft Marketing
Materials.  If Rich Dad rejects the Draft
Marketing Materials, it shall so inform Licensee in writing, and shall include
in that writing the reasons for the rejections and any suggestions Rich Dad may
have for changes to the Draft Marketing Materials.  If Rich Dad does not respond within 5 business days, the Draft Marketing Materials shall be
deemed approved.


 


Section 8.4 — Customers.  Rich Dad defines a “Customer”
as some someone who has completed the 10 steps in the
CASHFLOW Club Kit.  While others may
purchase Licensee Programs, Rich Dad’s focus is on creating Customers as
defined in this Paragraph.  Licensee will be periodically asked to
support Rich Dad in creating Customers as these people are far more likely to
purchase Licensee programs than other users of Rich Dad’s products and
services.


 


Section 8.5 — Access to Employees and Independent
Contractors.  Licensee shall provide
Rich Dad, and Robert and Kim Kiyosaki access to Licensee employees, subject
matter experts and independent contractors for the purpose of providing
feedback between the parties related to seminar content and presentations,
marketing and advertising review support, and product development and
integration related to the Rich Dad brand and Rich Dad customers; provided that
Rich Dad shall not directly or
indirectly solicit, hire or interfere with the relationship of Licensee and
such employees and to keep confidential any information relating to Licensee
and furnished to Rich Dad, using the same degree of care as Licensee uses to
protect its own confidential information. 
Notwithstanding the foregoing, Rich Dad may also work with
subject matter experts and independent contractors on activities, events and
projects unrelated to Licensee.


 


Section 8.6 — Business Plan.  Licensee shall submit a Business Plan and
Preliminary Budget for the each upcoming year of this Agreement no later than November 1st of the current year.  Rich Dad shall have 10 business
days from the date of submission of the Business Plan to approve or
reject the proposed business plan. Rich Dad may, in sole and absolute
discretion, reject the business plan.  In
particular, Rich Dad will reject the business plan if:


 


(c)                                  the
business plan fails to provide adequate opportunities for at least 75% of the prior years’ students to have
the opportunity to fulfill the course work purchased during the current
calendar year.


 


(d)                                  the
business plan requires multiple visits to the same cities and towns during the
course of a year, at a level which Rich Dad determines, in its sole and
absolute discretion to be detrimental to its brand.


 


43

















 


If Rich Dad rejects a Business Plan
hereunder, then the parties shall cooperate to attempt to resolve all issues
that form the basis for such rejection. 
Pending the resolution of such issues, Licensee shall continue to
operate its business in a manner that reflects the principles of student
fulfillment that form the underlying basis for this Agreement.


 


Section 8.7 — Quarterly Business Review.  Each calendar quarter, RD and Tigrent
will meet to review and discuss Tigrent’s financial performance during the
prior quarter.  Such discussions will
include:


 


(d)                                  Adjusted EBITDA (as publically reported by Tigrent) as a
tool to measure the profitability of Tigrent on cash—basis, as opposed to an
accrual—basis.


 


(e)                                  COP Ratio will be used to determine the COP’s
ability to provide coverage for certain expenses that are not related to direct
course expenses.


 


(f)                                    Total Adjusted Cash Sales.


 


ARTICLE IX


ACCOUNTING
PROCEDURES


 


Section 9.1
—  Agreed
Upon Procedures.  If, after
notification from Rich Dad or an objection to the contents of any accounting
statement rendered by Licensee, the parties are unable to agree upon an
adjustment thereto within 10 days of
such notice, Rich Dad shall propose a nationally or regionally recognized audit
firm (the “Agreed Accountants”)  such
firm to be approved by Licensee (such approval not to be unreasonably withheld
or delayed) to examine Licensee’s books of account. Licensee consents to Rich
Dad, if it deems appropriate, to appoint Agreed Accountants to render
agreed-upon procedures (“Agreed Procedures”)  to review the financial records of
Licensee to ensure that Licensee is complying with its obligations under this
Agreement at Rich Dad expense; provided, however, that such examination of
records shall not occur more frequently than 3 times per calendar year and the
records examined shall be pertinent to the purposes of this Agreement.


 


Section 9.2
—  Certification.  The Agreed Accountants shall certify that
such examination shall be conducted in accordance with the Agreed Procedures
and the then-current generally-accepted auditing standards (“GAAS”) of the applicable society of certified
public accountants for the performance of the Agreed Accountants.  The Agreed Accountants may conduct the
examination at a reasonably convenient time during Licensee’s regular business
hours at the place where Licensee normally keeps the books and relevant
records; provided, however, that in the presence of a representative of
Licensee, the Agreed Accountants may make copies or extracts of Licensee’s
books and records as needed to perform procedures outside Licensee’s offices.


 


Section 9.3 — Insufficient Records.  The fees and costs of the Agreed Accountants
shall be initially borne by Rich Dad; provided, however, that if the Agreed
Procedures audit has been made necessary by the failure of Licensee to ensure
that full and accurate financial records are kept of all matters in accordance
with this Agreement, and/or if an adjustment of greater than or equal to 10% is
determined by any such audit between the records of Licensee and the amounts
actually paid, then Licensee must reimburse Rich Dad for the cost of the Agreed
Procedures including but not limited to the reasonable charges of any
independent accountant.


 


Section 9.4
— Notice.
Rich Dad shall notify Licensee of the outcome of the Agreed Procedures audit,
and if the discrepancy is less than 10% then
Licensee shall take such action as is reasonably required to rectify the
situation so that any discrepancy does not appear in the future. Rich Dad shall
allow Licensee a reasonable amount of time to rectify the discrepancy.


 


Section 9.5
—  Payment of Discrepancy Amounts. Any
discrepancy shall be paid by Licensee to Rich Dad within 10 days
of Rich Dad providing notice thereof to Licensee.


 


44

















 


ARTICLE X


MISCELLANEOUS


 


Section 10.1 — Cross-Default.  Any default by Licensee under this Agreement
will also constitute a default by Licensee under that certain Cooperation
Marketing and Advertising Agreement (“Cooperative Agreement”)
by and between Licensee, Rich Dad and PEI of even date herewith or
thereabout.  Any termination of this
Agreement as a result of a default or breach under this Agreement shall provide
Rich Dad with the option to also terminate the Cooperative Agreement.


 


Section 10.2 —  Compliance
with Applicable Laws.  Each party
shall use reasonable efforts to comply with all applicable federal and state
laws, rules, and regulations, as well as the applicable laws of the
jurisdiction(s) in which Licensee resides and conducts business.


 


Section 10.3 — Choice of Law.  This
Agreement shall be governed by, and construed in accordance with, the internal
laws of the State of Arizona, without regard to federal or state choice of law
principles.


 


Section 10.4 — Choice
of Forum.  Any action brought to
enforce or interpret the terms of this Agreement shall be brought exclusively
in either the Superior Court of the State of Arizona in and for the County of
Maricopa; or the United States District Court for the District of Arizona,
located in Phoenix, Arizona.


 


Section 10.5 —  Alternative
Dispute Resolution.  Unless the
parties expressly agree otherwise in writing, any dispute, controversy or claim
between the parties related to interpretation or enforcement of this Agreement
will be determined by binding arbitration in accordance with the rules of
Judicial and Administrative Mediation Services (hereinafter “JAMS”).  If the
parties cannot agree on a JAMS arbitrator 20 calendar days
after notification of the claim, JAMS will appoint an arbitrator to hear the
matter and not by court action.  The
parties shall share equally all initial costs of arbitration.  All decisions of the arbitrator shall be
final, binding, and conclusive on all parties. 
Notwithstanding the above, claims related to termination of this
Agreement, intellectual property, confidentiality and/or injunctive relief will
not be subject to arbitration.  The
prevailing party shall be entitled to reimbursement of attorneys’ fees, costs,
and expenses incurred in connection with the arbitration or litigation.


 


Section 10.6 —  Notice.
All notices, demands, and other communications to be given or delivered
pursuant to this Agreement shall be in writing, and shall be deemed to have
been given and received after: (a) personal delivery;  (b) upon  confirmation
of successful transmission by facsimile; or (c) 3
business days from deposit with the United States Postal Service,
registered or certified mail, return receipt requested, and postage prepaid to
the Notice Address or to the last known address of the party for whom the
notice was intended.


 


Section 10.7 —  Representation
by Attorney.  Each party to this
Agreement has either: (a) been
represented by an attorney of their choice in connection with the negotiation
and execution of this Agreement; or (b) declined
to be so represented by an attorney after having a reasonable opportunity to
secure such representation.


 


Section 10.8 — Amendment.  This Agreement, including all exhibits
attached hereto, may not be amended or modified except by a document signed by
all parties.  Such Amendments or Addenda
shall specifically reference this Agreement and, to the extent that existing
rights or obligations are modified, shall specifically identify the Section(s) of this Agreement affected by the Amendment
or Addendum.


 


Section 10.9 — No Waiver. 
The failure of any party to this Agreement to enforce any particular
provision of this Agreement at any time shall not be construed as a waiver of
such provision or provisions for any future dealing between the parties; nor
shall it in any way affect the validity of this Agreement or any portion
thereof, or any party’s ability to enforce such provision at any time in the
future.  No party’s failure to act on a
breach by the other party shall be construed as a future waiver of any
subsequent breach of the same or other provisions of this Agreement.


 


Section 10.10
—  Merger.  All prior and contemporaneous agreements,
statements, and understandings with respect to the subject matter of this
Agreement, if any, among the parties hereto, or their agents, are merged into
this Agreement, and this Agreement shall constitute the entire agreement
between the parties.


 


Section 10.11
—  Successors.  The terms of this Agreement shall be binding
upon, and inure to the benefit of and 


 


45

















 


be enforceable by,
the successors, assignees, and transferees of the parties hereto.


 


Section 10.12 — Severability.  Each provision of this Agreement shall be
construed to preserve its validity and enforceability to the extent
possible.  In the event any provision of
this Agreement is declared void, invalid, or unenforceable, the provision
should be modified to the extent necessary to make it valid and enforceable.


 


Section 10.13 — Section Headings.  The section headings of this Agreement are
for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


Section 10.14 — Counterparts/facsimile.  This Agreement may be executed in 2 or more counterparts, each of which shall
be deemed to be an original and all of which taken together shall constitute a
single instrument.  This Agreement may be
executed by any party by delivery of a facsimile signature, which shall have
the same force and effect as an original signature.  Any party which delivers a facsimile
signature shall promptly thereafter deliver an originally executed signature to
the other parties; provided, however, that the failure to deliver an original
signature page shall not affect the validity of any signature delivered by
facsimile.


 


Section 10.15 — Survival.  The obligations and duties of Licensee under Articles II — VI, inclusive, and Articles IX
and X shall survive expiration or
termination of this Agreement, regardless of reasons therefor.


 


Section 10.16 — Limits on Capital Expenditures for
non-Rich Dad business.  Tigrent’s
capital expenditures associated with any and all businesses other than the Rich
Dad Education Business will not exceed $500,000 during
any calendar year without the approval of Rich Dad, which will not be
unreasonably withheld.


 


Section 10.17 — Financial Information.  Tigrent
has supplied Rich Dad on the date hereof financial projections (individually
and collectively, the “Information”),
with the intent that Rich Dad would rely on the Information, to the extent
reasonable to do so.  The Information
represents good faith estimates of the performance of Tigrent for the periods
stated therein based upon assumptions which were believed in good faith to be
reasonable when made in all material respects.


 


Section 10.18
— No Intended Third Party Beneficiaries. The parties acknowledge and agree that there are no
intended third party beneficiaries of this Agreement, including without
limitation, other licensees of the Rich Dad brand and intellectual property or
students of the Rich Dad Education Business.


 


[Remainder
of Page Intentionally Left Blank]


 


46
















 


ARTICLE XI

PARTY ADDRESSES


 


The
addresses of record for the parties to this Agreement are set forth below,
subject to written modification from time to time:


 




	
  Rich Dad Operating Company, LLC

  4330 North Civic
  Center Plaza, Suite 101

  Scottsdale, Arizona
  85251



  Attn: Neil R. Dubé,
  Staff Attorney

  Fax: (480) 949-6085

  	
   

  	
  Tigrent Inc.

  1612 East Cape
  Coral Parkway

  Cape Coral, Florida
  33904



  Attn: James E. May

  Fax: (239) 540-6501

  
	
   

  	
   

  	
   

  
	
  Rich Global, LLC

  4330 North Civic Center Plaza, Suite 101

  Scottsdale, Arizona 85251



  Attn: Neil R. Dubé,
  Staff Attorney

  Fax: (480) 949-6085

  	
   

  	
   

  






 


[Remainder
of Page Intentionally Left Blank]


 


[Signature
Page Follows]


 


47

















 


WITNESS
WHEREOF, the
undersigned have caused the parties hereto to enter into this Agreement
effective the date first written above.


 




	
  Tigrent
  Inc.,

  	
   

  	
  Rich Global, LLC,

  
	
  a Colorado corporation

  	
   

  	
  a Wyoming limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Steven C. Barre

  	
   

  	
   

  	
  Michael R. Sullivan

  
	
   

  	
  Interim Chief Executive Officer

  	
   

  	
   

  	
  Director of Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rich
  Dad Operating Company, LLC,

  	
   

  	
   

  
	
  a Nevada limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Michael R. Sullivan

  	
   

  	
   

  
	
   

  	
  Director of Operations

  	
   

  	
   

  






 


48

















 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT F


 


FORM OF CASH COLLATERAL AND ESCROW AGREEMENT


 


CASH
COLLATERAL ACCOUNT, ESCROW AND SECURITY AGREEMENT


 


This Cash Collateral Account, Escrow and Security
Agreement (“Agreement”) is made as
of March 16, 2010, by and among
U.S. Bank National Association (the “Escrow
Agent”), Tigrent Inc., a Colorado corporation (“Tigrent”), and Rich Dad Operating Company,
LLC, a Nevada limited liability company (“Rich
Dad”).


 


RECITALS


 


A.            WHEREAS, Tigrent and Rich Dad, among others, are
parties to that certain Settlement Agreement and Release (“Settlement Agreement”) dated as of March 16, 2010;


 


B.            WHEREAS, Tigrent and
Rich Dad are parties to that certain Rich Dad Operating Company, LLC License
With Tigrent Inc., dated as of March 16,
2010 (the “2010  License”)
between Tigrent and Rich Dad;


 


C.            WHEREAS, pursuant to the 2010
License, Tigrent and Rich Dad have agreed to cause the deposit of certain funds
with the Escrow Agent and the parties to this Agreement desire to define the
terms and conditions pursuant to which the Escrow Agent shall hold and release
such funds or portions thereof;


 


D.            WHEREAS, Tigrent and
Rich Dad wish to establish an escrow account with the Escrow Agent as more
fully described below for the purposes set forth hereunder,


 


E.              WHEREAS, Tigrent and
Rich Dad wish to establish a securities account with Escrow Agent as a cash
collateral account as more fully described below for the purposes set forth
hereunder; and


 


F.              WHEREAS, the parties hereto intend that respecting
such collateral account the (i) escrow
agent is acting as a “securities intermediary,”
(ii) the cash collateral account
is a “securities account” and (iii) Tigrent is the “entitlement
holder” with respect to the cash collateral account, as such terms
are defined under Articles 8 and 9 of the Uniform Commercial Code as in effect in the State
of Arizona (the “UCC”)


 


NOW, THEREFORE, in consideration of the premises and of
the respective agreements on the part of the Escrow Agent, Tigrent and Rich
Dad, the parties hereto hereby agree as follows:


 


AGREEMENT


 


Section 1.              Definitions.  Unless
otherwise defined herein, all capitalized terms shall have the meaning ascribed
to such term in the 2010 License.


 


Section 2.              Establishment of Accounts — Cash Collateral
Account.


 


a.     Escrow Agent hereby establishes a securities account
(the “Cash Collateral Account”) in the name
of Tigrent, which shall be identified on the books and records of the Escrow
Agent as the “Tigrent Cash Collateral Account for the
Benefit of Rich Dad Operating Company, LLC, as Secured Party.”


 


49

















 


b.     The Escrow Agent agrees to treat all property credited
to the Cash Collateral Account as a financial asset under Section 47-8102(A)(9)(c) of
Article 8 of the UCC.


 


Section 3.            Establishment of Accounts — Escrow Account.  Escrow Agent
hereby establishes a segregated account (the “Escrow
Account”) which shall be identified on the books and records of the
Escrow Agent as the “2010  License Escrow Account.” 
The Escrow Account shall be maintained in the corporate trust department
of Escrow Agent and the funds deposited therein and the assets credited thereto
shall not be commingled with the funds or other property of the Escrow Agent or
any other person.


 


Section 4.              Security Interests.


 


a.     Cash Collateral Account - To secure the obligations of Tigrent under the 2010 License, Tigrent hereby grants a first priority
security interest to Rich Dad in all of Tigrent’s right, title and interest in
and to the Cash Collateral Account, all funds deposited therein and the assets
credited thereto (including all security entitlements arising therefrom) and
all proceeds of the foregoing.  Escrow
Agent agrees to comply with all written instructions received from Rich Dad
relating to the Cash Collateral Account without further consent of
Tigrent.   Except for investment
directions to the Escrow Agent from Tigrent pursuant to Section 6
hereof, the Escrow Agent agrees that it shall not comply with any written
instruction from any party other than Rich Dad pursuant to a written
instruction delivered to the Escrow Agent pursuant to Section 9
hereof.


 


b.     Escrow Account  —
Tigrent and Rich Dad intend that neither Tigrent nor Rich Dad shall have any
present interest in any funds deposited in or assets credited to the Escrow
Account and that each of Tigrent’s and Rich Dad’s interest respecting the
Escrow Account and the funds on deposit therein and the assets credited thereto
are limited solely to the right to receive distributions, if any, from the Escrow
Account only at such times and in such amounts as set forth under the terms of
this Agreement and such other rights as set forth herein.  Without limiting the foregoing, Tigrent
hereby grants a first priority security interest to Rich Dad in all of Tigrent’s
right, title and interest, if any, in and to the Escrow Account, all funds
deposited therein and the assets credited thereto and all proceeds of the
foregoing to secure the obligations of Tigrent under the 2010
License.  For purposes of perfecting the
precautionary security interest granted to Rich Dad in the foregoing sentence, (i) Escrow Agent agrees to comply with all written
instructions received from Rich Dad relating to the Escrow Account without
further consent of Tigrent and (ii) to
treat all property credited to the Escrow Account as a financial asset under Section 47-8102(A)(9)(c) of Article 8 of the UCC.


 


c.     Tigrent’s Grant of
Security Interest in Agreement  — As
additional security for the obligations of Tigrent under the 2010 License, Tigrent hereby grants a first priority
security interest to Rich Dad in all of Tigrent’s right, title and interest in
and to this Agreement, including but not limited to Tigrent’s right to receive
distributions, if any, pursuant to Section 8
hereunder.


 


Section 5.              Account Funding.


 


a.     Cash Collateral Account - As provided in Section 3.2
(a)(i) of the 2010 License,
Tigrent shall deposit with and pay to the Escrow Agent for credit to the Cash
Collateral Account all Average Cash Balance in excess of $6,000,000,
calculated in the manner and at such times as set forth in such Section 3.2 (a)(i) of
the 2010 License.  Escrow Agent hereby agrees to promptly credit
such funds received to the Cash Collateral Account.  Other than the credit of funds received from
Tigrent to the Cash Collateral Account, Escrow Agent shall have no duty or
obligation with regard to either the ongoing calculation or funding of the
amounts identified in this Section 5(a).


 


b.     Escrow Account - As provided in Section 3.2
(a)(ii) of the 2010 License,
Tigrent shall deposit with and pay to the Escrow Agent for credit to the Escrow
Account all Unfulfilled Royalty Payments at such times as set forth in Section 3.2 (a)(ii) of
the 2010 License.  Escrow Agent hereby agrees to promptly credit
such funds received to the Escrow Account. 
Tigrent further acknowledges and agrees, and Tigrent and Rich Dad
intend, that the deposit of Unfulfilled Royalty Payments by Tigrent in
accordance herewith shall be an absolute and irrevocable transfer, conveyance
and assignment and that Tigrent shall not identify 


 


50

















 


the Escrow Account or any
funds deposited thereto as an asset of Tigrent on its books and records; provided, however, Tigrent shall be permitted to aggregate
the amount on deposit in the Escrow Account with such amounts deposited to the
Cash Collateral Account for purposes of calculating the Reserve Goal pursuant
to Section 3.2 of the 2010 License.  Other
than the credit of funds received from Tigrent to the Escrow Account, Escrow
Agent shall have no duty or obligation with regard to either the ongoing
calculation or funding of the amounts identified in this Section 5(b).


 


Section 6.              Investment of Assets. 
At the direction of Tigrent, respecting the Cash Collateral Account
only, and Rich Dad, respecting the Escrow Account only, funds on deposit in the
Cash Collateral Account and the Escrow Account shall be invested and reinvested
in such of the following investments (the “Permitted
Investments”):


 


a.     Direct
obligations of the United States or any agency thereof or obligations
guaranteed by the United States or any agency thereof;


 


b.     Commercial
paper that rates at least A-1 by Standard & Poor’s Corporation or P-1
Moody’s Investors Services, Inc. that is scheduled to mature not more than
90 days after the date of issue
and is issued by a corporation organized under the laws of the United States or
any state thereof;


 


c.     Time
or demand deposits with, including certificates of deposit (which are scheduled
to mature not more than 90 days
after the date of issues) by a bank or trust company organized under the laws
of the United States or any state thereof (a “Qualified
Financial Institution”);


 


d.     Repurchase
agreements entered into with a Qualified Financial Institution that are secured
by any obligation of the type described in subsections
(a) through (c) above
and have a market value at the time such repurchase agreement is entered into
of not less than 100% of the
repurchase obligation thereunder; and


 


e.     Money
market funds with a rating of AAAm or AAAm-G by Standard & Poor’s
Corporation or similar rating entity that invest only in securities described
above in subsections (a) through
(d) above.


 


The Escrow Agent shall have the power to sell or
liquidate the foregoing investments whenever the Escrow Agent shall be required
to release funds from the Cash Collateral Account or the Escrow Account
pursuant to the terms hereof.  Any
interest, profit or loss derived from such sale or liquidation or at maturity
shall be credited or debited to either the Cash Collateral Account or Escrow
Account, as applicable.  The Escrow Agent
shall not be liable or responsible for any depreciation in the value of any
such investment or for any loss, tax, fee or other charge resulting from any
such investment or the sale or liquidation thereof made by the Escrow Agent
pursuant to the terms hereof.


 


Section 7.              Compensation; Waiver of Lien.  Tigrent shall
pay the Escrow Agent the fees set forth on Exhibit A
attached hereto for its services as the Escrow Agent hereunder and shall
reimburse the Escrow Agent for all reasonable expenses, disbursements and
advances incurred or made by it in the performance of its duties hereunder
(including, without limitation, the reasonable out-of-pocket fees, expenses and
disbursements of its counsel).  Tigrent
and Rich Dad shall indemnify and hold the Escrow Agent, its affiliates,
officers, directors, employees and agents (each an “Indemnified
Party”) harmless for, from and against any and all taxes,
out-of-pocket expenses (including reasonable counsel fees, costs, losses,
assessments, liabilities, claims, damages, fines, penalties, actions, suits or
other charges incurred by or assessed against Escrow Agent) arising out of (i) Tigrent or Rich Dad’s actions or omissions or (ii) Escrow Agent’s action taken or omitted hereunder
and/or in reliance upon Tigrent or Rich Dad’s written direction or
instructions, or upon any information, order, indenture, stock certificate,
power of attorney, assignment, affidavit or other instrument delivered to
Escrow Agent and reasonably believed by Escrow Agent to be genuine or bearing
the signature of a person or persons authorized by Tigrent or Rich Dad to sign,
countersign or execute the same; provided, Tigrent and Rich Dad shall not indemnify
an Indemnified Party for any claim arising from the Indemnified Party’s
judicially determined negligence or willful misconduct in the performance of
its duties under this Agreement.  The
agreements contained in this Section 7
shall survive any termination of the duties of the Escrow Agent hereunder or
its resignation.  The Escrow Agent
expressly waives any lien upon or claim against the moneys and investments in
the Cash Collateral Account and the Escrow Account; provided, however, the
Escrow Agent shall be entitled, following written notice delivered to Tigrent
and Rich Dad, 


 


51

















 


to reimburse itself for
any unpaid fees and expenses due Escrow Agent from Tigrent under this Section 7 that remain unpaid for 30 days
first, from amounts then on deposit in
the Cash Collateral Account and, second, from
amounts then on deposit in the Escrow Account.


 


Section 8.              Distribution of Escrow Account Funds.


 


a.     Base
Distributions -
In accordance with Section 3.2 (c) of
the 2010 License, no later than January 10, April 10, June 10 and September 10
of each calendar year (each a “Distribution Date”),
commencing June 10, 2010, Tigrent shall
calculate the Base Distribution distributable to Rich Dad from the Escrow
Account.  For purposes hereunder, the
term “Base Distribution” for each
Distribution Date shall be an amount equal to forty percent (40%) of the sum of (i) the aggregate deposits made by
Tigrent during the applicable months set forth below and (ii) the
aggregate investment income on account of Permitted Investments relating to the
Escrow Account received during such months:


 


(i)        the January 10 Distribution Date — all deposits
made to the Escrow Account by Tigrent and all investment income received during
the calendar months September, October, November, and December immediately
preceding;


 


(ii)       the April 10 Distribution Date - all deposits
made to the Escrow Account by Tigrent and all investment income received during
the calendar months January, February and March immediately
preceding;


 


(iii)      the June 10 Distribution Date - all deposits made
to the Escrow Account by Tigrent and all investment income received during the
calendar months April and May immediately preceding; and


 


(iv)      the September 10 Distribution Date - all deposits
made to the Escrow Account by Tigrent and all investment income received during
the calendar months June, July and August immediately preceding.


 


b.     Excess Reserve Distribution — Commencing on June 10,
2010,  on each January 10
Distribution Date and each June 10 Distribution
Date, Tigrent shall calculate the Excess Reserve Distribution
distributable to Rich Dad from the Escrow Account.  For purposes hereunder, the term “Excess Reserve Distribution” for each such Distribution Date
shall be the amount by which the sum of (i) amounts
then on deposit in the Cash Collateral Account and the Escrow Account at the
end of the immediately preceding month (after giving effect to the Base
Distribution for such Distribution Date), and (ii) the
includable merchant deposit reserve funds as of such date held by credit card
companies or commercial banks pursuant to Section 3.2
of the 2010 License exceed the Reserve
Goal.  Tigrent shall prepare and deliver
to the Escrow Agent a written instruction substantially in the form of Exhibit B hereto (a “Written
Instruction”), as acknowledged and agreed to in writing by Rich Dad,
of the Base Distribution and Excess Reserve Distribution payable to Rich Dad as
Unfulfilled Royalty Amounts for such Distribution Date.  Upon receipt of a Written Instruction, the
Escrow Agent agrees to promptly remit to Rich Dad, by wire transfer to the
account identified in Section 21
hereof, funds from the Escrow Account in the amount set forth in such Written
Direction.


 


b.     Upon
the termination of the Escrow Account pursuant to Section 17
hereunder, all funds then on deposit in the Escrow Account (after first
liquidating all Permitted Investments then credited to the Escrow Account),
shall be paid to Rich Dad by wire transfer to the account identified in Section 21 hereof.


 


Section 9.              Distribution of Cash Collateral Account Funds.


 


a.     At any
time, Rich Dad may deliver to Escrow Agent a written instruction, substantially
in the form of Exhibit C hereto (a “Rich Dad Written
Instruction”), with a copy to Tigrent transferring all or any
portion of the funds or the assets then on deposit in or credited to the Cash
Collateral Account free and clear of the security interest of Rich Dad granted
pursuant to Section 4 hereof and Escrow
Agent agrees to 


 


52

















 


promptly remit such funds pursuant to such Rich Dad
Written Instruction.  Funds transferred
to Tigrent shall be made by wire transfer to the account set forth in Section 21 hereof.


 


b.     Unless
otherwise instructed by Rich Dad pursuant to a Rich Dad Written Instruction,
all investment income earned on Permitted Investments credited to the Cash
Collateral Account shall remain on deposit in the Cash Collateral Account and
reinvested by the Escrow Agent as instructed by Tigrent.


 


c.     Provided
no Default (as defined in Section 7.1
of the 2010 License) shall have occurred and
no obligations of Tigrent under the 2010 License or
this Agreement remain outstanding, Rich Dad shall, on the 91st day following termination of the 2010
License, instruct the Escrow Agent by Rich Dad Written Instruction to remit all
funds then on deposit in the Cash Collateral Account (after first liquidating
all Permitted Investments then credited to the Cash Collateral Account) to
Tigrent by wire transfer to the account set forth in Section 21
hereof, free and clear of the security interest of Rich Dad granted pursuant to
Section 4 hereof.  The occurrence of a Default shall constitute
a default under this Agreement and shall entitle Rich Dad to exercise all
rights and remedies under applicable law, including but not limited to the
rights of a secured party under the UCC.


 


Section 10.            Escrow Agent’s Actions and Reliance.  Escrow Agent
shall not be personally liable for any act taken or omitted by it hereunder if
taken or omitted by it in good faith and in the exercise of its own best
judgment.  Escrow Agent shall also be
fully protected in relying upon any written notice, instruction, direction,
certificate or document which it in good faith believes to be genuine.


 


Section 11.            Escrow Agent Responsibility.  Escrow Agent
hereby represents that it is a national banking association organized under the
laws of the United States, and its capital and surplus is not less than $10,000,000.  Escrow Agent shall not be
responsible or liable for the sufficiency or accuracy of the form, execution,
validity or genuineness of documents instruments or securities (except to the
extent provided in Section 5
above) now or hereafter deposited or otherwise credited to the Cash Collateral
Account or the Escrow Account, or of any endorsement thereon, or for any lack
of endorsement thereon, or for any description therein.  Further, Escrow Agent shall have no duty or
obligation with regard to any of the terms, conditions or required actions
contemplated or otherwise stated in either the Settlement Agreement or the 2010 License.


 


Section 12.            Semi-Annual Account Statements.  For each of
the Cash Collateral Account and the Escrow Account, no later than February 1 and July 1 of each year the Escrow Agent
shall deliver a statement to Rich Dad and Tigrent, which statement shall set
forth the cash and Permitted Investments credited thereto, together with the
amounts received by the Escrow Agent during the immediately preceding 6 month period (the “Reporting Period”),
the investment income received and credited during the Reporting Period, the
investment or reinvestment transactions made by the Escrow Agent during the
Reporting Period and all distributions made from the related account during the
Reporting Period.


 


Section 13.            Tax Matters.


 


a.     For
federal, state and local income tax purposes, Tigrent shall be entitled to take
permitted tax deductions for amounts transferred to the Escrow Account and Rich
Dad shall recognize as income such amounts so transferred as Unfulfilled
Royalty Payments received under the 2010
License.  Tigrent shall not be entitled
to a tax deduction for payments made to the Cash Collateral Account and Rich
Dad shall not recognize any income from such payments to the Cash Collateral
Account.


 


b.     Any
earnings on the Escrow Account shall be for the benefit of, and shall be
reported for income tax purposes by, Rich Dad. 
Any earnings on the Cash Collateral Account shall be for the benefit of,
and shall be reported for income tax purposes by, Tigrent.


 


c.     Tigrent’s
Federal Employer Identification Number is 84-1475486.  The Cash Collateral Account shall
use Tigrent’s Employer Identification Number and any IRS Form 1099 (or
similar form) for investment income shall be issued to Tigrent.


 


53

















 


d.     Rich
Dad’s Federal Employer Identification Number is 30-0518331. The Escrow Account shall use Rich Dads Employer
Identification Number and any IRS Form 1099 (or similar form) for
investment income shall be issued to Rich Dad.


 


e.     Tigrent
and Rich Dad agree that this Agreement and the Escrow created hereunder shall
not be treated as a partnership for state or tax purposes.


 


Section 14.            Duties; Obligations and Liabilities.  The duties and
obligations of the Escrow Agent shall be as prescribed by the provisions of
this Agreement, and the Escrow Agent shall not be liable hereunder except for
failure to perform its duties and obligations as specifically set forth herein
or to act in good faith in the performance thereof, and no implied duties or
obligations shall be incurred by the Escrow Agent other than those specified
herein.


 


Section 15.            Resignation; Successor.  Escrow Agent
reserves the right to resign at any time by giving 30 days written notice of its resignation to Tigrent and Rich
Dad.  Within 30 days after receiving the aforesaid notice, Tigrent and Rich
Dad agree to appoint a successor escrow agent to whom Escrow Agent may transfer
the funds deposited and assets credited less its unpaid fees, costs and
expenses.  If a successor escrow agent
has not been appointed and has not accepted such appointment by the end of the 30-day period, Escrow Agent may apply to a
court of competent jurisdiction for the appointment of a successor escrow
agent, and the costs, expenses and reasonable attorneys’ fees which Escrow
Agent incurs in connection with such a proceeding shall be paid by Tigrent.


 


Any successor agent appointed hereunder shall execute,
acknowledge and deliver to its predecessor agent and to Tigrent and Rich Dad a
written acceptance of such appointment, and shall thereupon without any further
act, deed or conveyance become fully vested with all moneys, properties, duties
and obligations of its predecessor, but the predecessor shall nevertheless pay
over, transfer, assign and deliver all funds deposited and assets credited and
held by it to the successor agent, shall execute, acknowledge and deliver such
instruments of conveyance and do such other things as may reasonably be
required to vest and confirm more fully and certainly in the successor agent
all right, title and interest in and to the property held by it hereunder.  Any bank into which the Escrow Agent may be
merged or with which it may be consolidated or any bank resulting from any
merger or consolidation to which it shall be a party or any bank to which it
may sell or transfer all or substantially all of its corporate trust business
shall, subject to Rich Dad approval (which approval shall not be unreasonably
withheld), be the successor agent without the execution of any document or the
performance of any further act.


 


Section 16.            Successors and Assigns; Beneficiaries.  This Agreement
shall be irrevocable and binding upon and shall inure to the benefit of Rich
Dad, Tigrent and the Escrow Agent and their respective successors and assigns.


 


Section 17.            Escrow Termination; Term.  Unless
otherwise agreed to by Tigrent and Rich Dad, the Escrow Account created under
this Agreement shall terminate upon the termination of the 2010
License or, at the sole discretion of Rich Dad, a termination of the 2010 License deemed to have occurred on account of a Default
occurring under the 2010 License,
such termination evidenced by a written certification delivered to the Escrow
Agent by Rich Dad.  Unless otherwise
agreed to by Tigrent and Rich Dad, this Agreement shall terminate and be of no
further force and effect on the 91st day
following the latest of (a) the
termination of the 2010 License, (b) the day on which no obligation of Tigrent under the
2010 License or this Agreement remains
outstanding, either of such event to be evidenced by a written certification
delivered to the Escrow Agent by Rich Dad.


 


Section 18.            Consent Otherwise to Amendments.  This Agreement
may not be repealed, revoked, altered or amended except by written amendment by
the parties hereto.


 


Section 19.            Headings.  Headings in this Agreement are for
convenience of reference only and are not a part hereof, and shall not limit or
define the meaning of any provision hereof.


 


Section 20.            Notices.  Subject to written modification from time to
time, notices, instructions and other communications hereunder shall be sent:


 


54

















 




	
  If
  to Escrow Agent:

  	
   

  	
  U.S. Bank National Association
 Corporate Trust Services
 500 West Cypress Creek Road,
  Suite 560
 Fort Lauderdale, Florida 33309

  Attn.: Scott A. Schuhle

  Fax: 954.776.2629

  
	
   

  	
   

  	
   

  
	
  If
  to Tigrent:

  	
   

  	
  Tigrent Inc.

  1612 East Cape Coral Parkway

  Cape Coral, Florida 33904

  Attn.: James F. May

  Fax: (239) 540-6501

  
	
   

  	
   

  	
   

  
	
  If
  to Rich Dad:

  	
   

  	
  Rich Dad Operating Company, LLC

  4330 North Civic Center Plaza, Suite 101

  Scottsdale, Arizona 85251

  Attn.: Neil R. Dubé, Staff Attorney

  Fax: (480) 949-6085

  






 


Section 21.            Wire Instructions.  Distributions
made to Tigrent or Rich Dad pursuant to this Agreement shall be made by wire
transfer in accordance with the following instructions, as applicable:


 




	
  If
  to Tigrent:

  	
   

  	
  [Tigrent
  account wire instructions]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If
  to Rich Dad:

  	
   

  	
  Wells
  Fargo Bank, N.A., ABA Routing No. 121000248

  Swift Code WFB1US6S, for the
  benefit of Rich Dad Operating Company, LLC, Account No. 568-6625012

  
	
   

  	
   

  	
   

  
	
  If
  to Escrow Agent:

  	
   

  	
  U.S.
  Bank National Association, ABA Routing No. 091000022

  A/C: U.S. Bank Trust Wire Clearing

  A/C: 180121167365

  Ref: Tigrent/Rich Dad

  Attn: Scott Kjar / 651.495.3808

  






 


Section 22.            Identifying Information.


 


Patriot
Act.  Tigrent and Rich Dad acknowledge
that the identifying information set forth herein is being requested by the
Escrow Agent in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”), and Tigrent and Rich Dad agree to
provide any additional information requested by the Escrow Agent in connection
with the Act or any similar legislation or regulation to which Escrow Agent is
subject, in a timely manner.  Tigrent and
Rich Dad each represent that all identifying information set forth below,
including without limitation, its Taxpayer Identification Number assigned by
the Internal Revenue Service or any other taxing authority, is true and
complete on the date hereof and will be true and complete at the time of any
disbursement from either the Cash Collateral Account or the Escrow Account.


 


Taxpayer
Identification Numbers.


 


Tigrent: 84-1475486


 


Rich Dad:               30-0518331


 


55

















 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


56
















 


IN WITNESS WHEREOF, Rich Dad, Tigrent and Escrow Agent have caused this
Cash Collateral Account, Escrow and Security Agreement to be executed in their
respective names and have caused this Cash Collateral Account and Escrow
Agreement to be dated as of above.


 


 


	
   

  	
  Rich
  Dad Operating Company, LLC,

  
	
   

  	
  a Nevada limited
  liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Michael R. Sullivan

  
	
   

  	
   

  	
  Director of Operations

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Tigrent
  Inc.,

  
	
   

  	
  a Colorado corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven C. Barre

  
	
   

  	
   

  	
  Interim Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  Bank National Association,

  
	
   

  	
  a National Banking
  Association,

  
	
   

  	
  as Escrow Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Scott A. Schuhle

  
	
   

  	
   

  	
  Vice President

  



 


57

















 


CASH
COLLATERAL ACCOUNT, ESCROW AND SECURITY AGREEMENT


AMONG
U.S. BANK NATIONAL ASSOCIATION, TIGRENT INC. AND RICH DAD OPERATING COMPANY,
LLC


 


EXHIBIT A


 


Escrow
Agent Fee Schedule


 


	
  Acceptance Fee:

  	
   

  	
  $

  	
  1,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Administration Fee (Cash Collateral
  Account):

  	
   

  	
  $

  	
  750

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Administration Fee (Escrow Account):

  	
   

  	
  $

  	
  750

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Out-of-Pocket Expenses:

  	
   

  	
  Not to Exceed 7.5% of
  Annual Fee

  	
   

  



 


1

















 


CASH
COLLATERAL ACCOUNT, ESCROW AND SECURITY AGREEMENT


AMONG
U.S. BANK NATIONAL ASSOCIATION, TIGRENT INC.


AND
RICH DAD OPERATING COMPANY, LLC


 


EXHIBIT B


 


Written
Direction


 


Date: 
            ,
20  


 


To:                  Scott
A. Schuhle

U.S. Bank National Association

Corporate Trust Services

500 West Cypress Creek Road

Suite 560
 Fort Lauderdale, Florida  33309


 


The undersigned, on behalf
of Tigrent Inc., a Colorado corporation (“Tigrent”),
hereby delivers this Written Direction pursuant to that certain Cash Collateral
Account, Escrow and Security Agreement (the “Agreement”)
dated as of March 16,  2010 by and among U.S. Bank National Association, as Escrow
Agent (“Escrow Agent”), Tigrent, and Rich Dad
Operating Company, LLC, a Nevada limited liability company (“Rich Dad”). 
Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Agreement. 
Tigrent hereby certifies to Escrow Agent and Rich Dad, that:


 


(1) the Base Distribution for the [January 10/April 10/June 10/September 10_Distribution
Date] is
$                                      ,
representing 40% of the total deposits to the Escrow Account in the amount of
$                            
made during the months of                                                                       ;


 


(2)                      For January 10 and June 10
Distribution Dates only, as of [December 31/May 31              ]
(after subtracting the applicable Base Distribution amount):


 


	
  (a)

  	
  Cash Collateral Account
  balance -

  	
   

  	
  $

  	
   

  	
   

  
	
  (b)

  	
  Escrow Account balance
  -

  	
   

  	
  $

  	
   

  	
   

  
	
  (c)

  	
  Merchant deposit
  reserve funds -

  	
   

  	
  $

  	
   

  	
   

  
	
  (d)

  	
  Total Reserve (a + b + c)

  	
   

  	
  $

  	
   

  	
   

  
	
  (e)

  	
  Reserve Goal

  	
   

  	
  $

  	
   

  	
   

  
	
  (f)

  	
  Amount of Excess Reserve Distribution (d-e)

  	
   

  	
  $

  	
   

  	
   

  



 


Pursuant to Section 8 of the Agreement, the Escrow Agent is
instructed to transfer to Rich Dad, by wire transfer in accordance with the
instructions set forth in Section 21 of the
Agreement, funds in the amount of $                            
representing the sum of (i) the Base Distribution
in Item (1) above plus (ii) the Excess Reserve Distribution set forth in Item 2(f), above payable as Unfulfilled Royalty Payments due
Rich Dad.


 


	
  Tigrent Inc.,

  	
  As Acknowledged By:

  
	
  a Colorado corporation

  	
  Rich Dad Operating
  Company, LLC,

  
	
   

  	
  a Nevada limited
  liability company

  



 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
  Its:

  	
   

  	
   

  	
  Its:

  	
   

  



 

















 


CASH
COLLATERAL ACCOUNT, ESCROW AND SECURITY AGREEMENT


AMONG
U.S. BANK NATIONAL ASSOCIATION, TIGRENT INC.


AND
RICH DAD OPERATING COMPANY, LLC


 


EXHIBIT C


 


Rich Dad
Written Direction


 


Date: 
            ,
20  


 


To:                  Scott A. Schuhle

U.S. Bank National Association

Corporate Trust Services

500 West Cypress Creek Road

Suite 560
 Fort Lauderdale, Florida  33309


 


The undersigned, on
behalf of Rich Dad Operating Company, LLC, a Nevada limited liability company (“Rich Dad”), hereby delivers this Written
Direction pursuant to that certain Cash Collateral Account, Escrow and Security
Agreement (the “Agreement”) dated as of March 16,  2010 by and
among U.S. Bank National Association, as Escrow Agent (“Escrow Agent”),
Tigrent Inc., a Colorado corporation (“Tigrent”), and Rich Dad.  Capitalized terms used but not otherwise
defined herein shall have the meanings set forth in the Agreement.


 


Pursuant to Section 9 of the Agreement, the Escrow Agent is
instructed to transfer to [Tigrent/Rich Dad], by wire transfer [if to Tigrent
or to Rich Dad, in accordance with the instructions set forth in Section 21 of the Agreement], funds in the amount of $                            .


 


Rich Dad Operating
Company, LLC,

a Nevada limited liability company


 


	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
   

  



 


 


cc:


 


Tigrent
Inc.


1612 East Cape Coral
Parkway


Cape Coral, Florida 33904


Attn:
[                                                      ]


 

















 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT G


 


FORM OF JOINT PRESS RELEASE


 


Rich
Dad Companies and Tigrent Inc. Agree to New Licensing Agreement


 


SCOTTSDALE, Ari. and CAPE
CORAL, Fla., May 27, 2010 —Rich Dad Operating Company, LLC, Rich Global,
LLC, and Tigrent Inc. (OTC Bulletin Board: TIGE) today jointly announced that
they have entered into a series of definitive agreements that restructure the
agreements pursuant to which Tigrent operates under the Rich Dad Brand.  The definitive agreements are the culmination
of negotiations among the parties that were first announced on March 17,
2010.  Rich Dad Operating Company, LLC
and Rich Global, LLC are entities controlled by Robert and Kim Kiyosaki.  Mr. Kiyosaki is the author of the
internationally best selling Rich Dad Poor
Dad and other books
that teach readers about financial literacy. 
Tigrent provides courses that are based on the teachings and
philosophies outlined by Mr. Kiyosaki in the Rich Dad Poor Dad book series.


 


“I am pleased that Rich
Dad and Tigrent have come together in a way that that focuses
on serving and fulfilling the educational needs of our students,” said
Robert Kiyosaki.  “We look forward to our new cooperative
relationship with Tigrent that reflects our common goal of creating a seamless
Rich Dad brand experience for our customers.”


 


“Entering into this new
arrangement demonstrates our commitment to the success of the Rich Dad brand,”
said Steven C. Barre, Interim Chief Executive Officer of Tigrent.  “We are excited about the prospects for
Tigrent due to the enhanced cooperation between Rich Dad and Tigrent that these
agreements will help bring about.”


 


The new licensing
agreement contains revised economic terms that improve Tigrent’s ability to
provide customer fulfillment services to Rich Dad customers.  Additionally, Tigrent and the Rich Dad
Companies will work together to provide increased oversight in the areas of
quality assurance and compliance.  The
agreement also commits Tigrent to new standards of excellence in providing
customers of Rich Dad Education products the best of class solutions in all
aspects of its offering.


 


The definitive agreements
further provide for the issuance of 9.9% of Tigrent’s issued and outstanding
common stock to Rich Global and the redemption of Rich Global’s 49% interest in
Tigrent’s affiliate that currently conducts the Tigrent-Rich Global
operations.  In addition, the transaction
will enhance operational cooperation between the parties in advertising,
marketing, and fulfillment of educational programs.


 


#


 


About
Tigrent Inc.


 


Tigrent Inc. (OTC
Bulletin Board: TIGE) is a provider of educational training seminars,
conferences and services across multiple delivery channels that help students
become financially literate.  The company
provides students with comprehensive instruction and mentoring in real estate
and financial instruments investing, personal finance, and entrepreneurism in
the United States, United Kingdom, and Canada. 
Additional information can be found at www.tigrent.com.


 


About Rich Dad


 


The Rich Dad companies
were formed based on the teachings of Robert Kiyosaki and Kim Kiyosaki.  In 1996, the Kiyosakis formed certain of the
Rich Dad group of entities to raise global financial literacy.  The Kiyosakis continue their efforts on an
international basis through the use of the Rich Dad series of books, CASHFLOW
games, audio/video products, Internet channels, live seminars, and educational
programs.


 

















 


The Rich Dad series of
books, launched with the “Rich Dad Poor Dad”
book, was a New York Times bestseller for over 5 years and has sold copies
throughout the world, translated into multiple languages.  “Rich Dad
Poor Dad” has been
followed by additional books in the Rich Dad series and the Rich Dad’s Advisor
series.


 


Kim Kiyosaki is the
author of the “Rich Woman” book;
which is one of the top 50 best — selling personal finance books of all time.


 


Special
Note Regarding Forward Looking Statements


 


This press release
includes certain forward-looking statements that are based upon the Tigrent’s
current expectations and involve a number of risks and uncertainties.  Those forward-looking statements include all
statements that are not historical statements of fact and those regarding the
intent, belief or expectations of the Company, including, without limitation,
Tigrent’s ability to realize the benefits of successfully restructuring its
licensing agreement with Rich Global. In order for Tigrent to utilize the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995,
investors are hereby cautioned that certain factors may affect these
forward-looking statements, including but not limited to (i) Tigrent’s
ability to perform its obligations under the definitive licensing agreement
that sets forth the new licensing terms, as well as the related restructuring
agreements with Rich Dad, and (ii) additional risks which are identified
in the Company’s SEC filings, including but not limited to Tigrent’s Annual
Report on Form 10-K for the year ended December 31, 2009.


 


Contact:


 


	
  Tigrent Inc.:

  	
   

  	
  Constance Schwarberg

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Corporate Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tel: 239-542-0643

  
	
   

  	
   

  	
   

  
	
  Rich Dad Operating
  Company, LLC:

  	
   

  	
  Michael R. Sullivan

  
	
   

  	
   

  	
  Director of Operations

  
	
   

  	
   

  	
  Tel: 702.419.5573.

  
					



 

















 


RICH DAD
EDUCATION, LLC


SETTLEMENT
AGREEMENT AND RELEASE


 


EXHIBIT H


 


FORM OF DOMAIN NAME ASSIGNMENT


DOMAIN NAME ASSIGNMENT AGREEMENT


 


This Domain Name Assignment Agreement (the “Agreement”) is made as of March 16, 2010, by and between Tigrent Inc., a Colorado corporation
(the “Assignor”), the owner of
record (either directly or through an intermediary proxy) for the Internet
domain name listed on Schedule 1
attached hereto (the “Domain Names”), and Rich Dad Operating Company, LLC, a Nevada
limited liability company (the “Assignee”).


 


For and in consideration of the consideration set forth in that certain
Settlement Agreement and Mutual Release between Assignor, Assignee, and the
other parties set forth therein, dated of even date herewith, the receipt and
sufficiency of which are hereby acknowledged, the Assignor and Assignee hereto
hereby agree as follows:


 


1.             Assignor
agrees to transfer and hereby transfers to Assignee all of Assignor’s rights,
title and interest, whether contractual, statutory or at common law, in and to
the Domain Names.


 


2.             Assignee
will contact the registrar of the Domain Names or another accredited domain
name registrar and/or intermediary proxy (collectively, the “Registrar”) to initiate the process the
Registrar requires to transfer the registration of the Domain Names to
Assignee.  Assignor will cooperate in all
respects with Assignee and the Registrar in completing the transfer of the
Domain Names from Assignor to Assignee, including, but not limited to,
executing any documents reasonably required or promptly responding to any
telephone or e-mail communications from the Registrar confirming and approving
of the Domain Name transfers.  The
Assignee shall instruct the Registrar to contact the Assignor (as needed) at
the notice address provided in the Settlement Agreement and Mutual Release.


 


3.             Assignor
hereby irrevocably designates, makes, constitutes and appoints Assignee, its
successors or assigns, the true and lawful attorney and agent-in-fact of
Assignor with full power of substitution, for the benefit of Assignee to take
any and all actions, to execute and deliver any and all documents and
instruments and to institute and prosecute all proceedings, which Assignee may
deem proper in order to transfer the Domain Names from Assignor to Assignee.


 


4.             This
Assignment shall inure to the benefit of and is binding upon the respective
successors and assigns of Assignor and Assignee.


 


5.             This
Assignment may be executed simultaneously in 2 or
more counterparts, each of which will be deemed an original, but all of which
together will constitute 1 and the same
instrument.


 


[SIGNATURES APPEAR ON THE
FOLLOWING PAGE]


 

















 


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


 


	
  ASSIGNOR:

  	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  
	
  Tigrent Inc.,

  	
   

  	
  Rich Dad Operating Company, LLC,

  
	
  a Colorado corporation

  	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Steven C. Barre

  	
   

  	
   

  	
  Michael R. Sullivan

  
	
   

  	
  Interim Chief Executive Officer

  	
   

  	
   

  	
  Director of Operations

  



 


 


ACKNOWLEDGMENT


 


	
  STATE
  OF
                              

  	
  )

  	
   

  
	
   

  	
  )
  ss:

  	
   

  
	
  County
  of
                                

  	
  )

  	
   

  



 


On
this day of May   , 2010, before me, the undersigned
Notary Public, personally appeared Steven C. Barre, who being duly sworn and is
the Chief Executive Officer of Tigrent Inc.,  a
Colorado corporation, and acknowledged to me that, being authorized to do so,
the foregoing instrument was voluntarily executed by the Assignor for the
purposes therein contained.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


ACKNOWLEDGMENT


 


	
  STATE
  OF ARIZONA

  	
  )

  	
   

  
	
   

  	
  )
  ss:

  	
   

  
	
  County
  of Maricopa

  	
  )

  	
   

  



 


On
this day of May   , 2010, before me, the undersigned
Notary Public, personally appeared Michael R. Sullivan, who being duly sworn
and is the Director of Operations of Rich Dad Operating Company, LLC, a Nevada
limited liability company, and acknowledged to me that, being authorized to do
so, the foregoing instrument was voluntarily executed by the Assignee for the
purposes therein contained.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and official seal.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notary Public

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 

















 


SCHEDULE 1


 


www.richdadeducation.com