USE OF GMU.EDU DOMAIN NAME BY AFFILIATES … Report - gmu...USE OF GMU.EDU DOMAIN NAME BY AFFILIATES OF GEORGE MASON UNIVERSITY A REPORT OF THE FACULTY SENATE EXECUTIVE COMMITTEE JUNE

USE OF GMU.EDU DOMAIN NAME BY AFFILIATES OF GEORGE MASON UNIVERSITY

A REPORT OF THE FACULTY SENATE EXECUTIVE COMMITTEE JUNE 28, 2019

(updated January 28, 2020) Submitted by the 2018-2019 Faculty Senate Executive Committee: Keith Renshaw, Faculty Senate Chair Lisa Billingham, Chair, Organization & Operations Melissa Broeckelman-Post, Chair, Nominations Shannon Davis, Faculty Senate Secretary Timothy Leslie, Chair, Budget & Resources Suzanne Slayden, Chair, Academic Policies Girum Urgessa, Chair, Faculty Matters

Faculty Senate

4400 University Drive, MS 5E5, Fairfax, Virginia 22030

Phone: 703-993-2990; Email: [email protected]

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Table of Contents Presenting Issue ............................................................................................................................................ 3 VA Code Related to Freedom of Information Act (FOIA) .............................................................................. 3 Investigation of Claims Related to IHS .......................................................................................................... 4 Requests for Information ......................................................................................................................... 4 Examination of MOUs............................................................................................................................... 6 Response from University Officials Responsible for FOIA ........................................................................ 6 Response from University Auditor ........................................................................................................... 7 Examination of MOUs – Additional Information ...................................................................................... 8 Summary and Recommendations ................................................................................................................. 9 Appendices Appendix A Original Whistleblower Letter ............................................................................................. 10 Appendix B Submitted IHS Document .................................................................................................... 11 Appendix C Submitted IHS “Talent ID” Rubric ........................................................................................ 19 Appendix D MOU for Mason Korea ........................................................................................................ 22 Appendix E MOU for Confucius Institute ............................................................................................... 31 Appendix F MOU for Confucius Institute – Renewal .............................................................................. 38 Appendix G MOU for Institute for Humane Studies ............................................................................... 42 Appendix H MOU for Institute for Humane Studies – Amendment ....................................................... 48 Appendix I MOU for INTO Mason ........................................................................................................... 50 Appendix J MOU for Mercatus Center, Inc. .......................................................................................... 125 Appendix K MOU for Mercatus Center, Inc. – Amendment ................................................................. 132 Appendix L MOU for Osher Lifelong Learning Institute ....................................................................... 134 Appendix M MOU for Smithsonian-Mason Conservation Education Program .................................... 142 Appendix N MOU for Smithsonian-Mason Conservation Education Program – Amendment ............. 150 Appendix O MOU for Mason Enterprise Center ................................................................................... 152 Appendix P MOU for Northern Virginia Mediation Service, Inc. .......................................................... 160 Appendix Q MOU for George Mason University Foundation .............................................................. 165 Appendix R Memo from University Auditor ......................................................................................... 175

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Presenting Issue In Fall of 2018, the Faculty Senate (FS) received documents relating to the Institute for Humane Studies (IHS; see Appendices A-C). One of these documents (Appendix A) was an anonymous letter indicating that IHS was using the gmu.edu domain name for email but using its own server. This set of circumstances raised concerns that this affiliated organization was using George Mason’s name to its benefit, while protecting itself from the statutes that govern George Mason, such as those related to the Freedom of Information Act (FOIA). The FS Executive Committee agreed to investigate the issue. In addition, SVP Kissal recommended that the letter regarding the email server be shared with the University Auditor. The Auditor’s Office then conducted its own investigation. The ensuing report summarizes our findings.

VA Code Related to Freedom of Information Act (FOIA) The VA Freedom of Information Act is contained in the following chapter of the VA Code: Title 2.2 (Administration of Government), Subtitle II (Administration of State Government), Part B (Transaction of Public Business), Chapter 37 (Virginia Freedom of Information Act). This code is available at https://law.lis.virginia.gov/vacode/title2.2/chapter37/. In its review, the Executive Committee noted the following key elements of this chapter of the VA Code (highlighting added):

2.2-3700.B. By enacting this chapter, the General Assembly ensures the people of the Commonwealth ready access to public records in the custody of a public body or its officers and employees, and free entry to meetings of public bodies wherein the business of the people is being conducted. The affairs of government are not intended to be conducted in an atmosphere of secrecy since at all times the public is to be the beneficiary of any action taken at any level of government. Unless a public body or its officers or employees specifically elect to exercise an exemption provided by this chapter or any other statute, every meeting shall be open to the public and all public records shall be available for inspection and copying upon request. All public records and meetings shall be presumed open, unless an exemption is properly invoked. 2.2-3701. "Public records" means all writings and recordings that consist of letters, words or numbers, or their equivalent, set down by handwriting, typewriting, printing, photostatting, photography, magnetic impulse, optical or magneto-optical form, mechanical or electronic recording or other form of data compilation, however stored, and regardless of physical form or characteristics, prepared or owned by, or in the possession of a public body or its officers, employees or agents in the transaction of public business. 2.2-3704.A. Except as otherwise specifically provided by law, all public records shall be open to citizens of the Commonwealth, representatives of newspapers and magazines with circulation in the Commonwealth, and representatives of radio and television stations broadcasting in or into the Commonwealth during the regular office hours of the custodian of such records.

These elements suggest that any writing or recording (which includes email) that is related to the transaction of public business and in the possession of a public body (which we interpret to include residing on a GMU-operated server) is subject to FOIA. Thus, emails housed on a server that is not owned or operated by GMU would not be “in possession” of a public body. Nothing in the Code indicates that using the name of a public body (e.g., using ‘gmu.edu’ in a domain name) automatically

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makes a work product subject to this chapter of the VA Code. In other words, by our interpretation of this statute, an email written in the transaction of public business from an address that contains gmu.edu but that is not processed on a GMU-owned servers would, indeed, mean that email is not subject to FOIA.

Investigation of Claims Related to IHS

Requests for Information The Executive Committee first requested an assessment of the accuracy of the claim from GMU’s Vice President of Information Technology, Marilyn Smith. VP Smith’s response was as follows:

The Institute for Humane Studies, Inc. (IHS) and Mercatus Center, Inc. (Mercatus) are private not-for-profit organizations that are legally independent from Mason. Each has a signed agreement with Mason, allowing it to be affiliated with and work with the university. Examples of other affiliated organizations include the Osher Lifelong Learning Institute (OLLI), American Type Culture Collection (ATTC), INTO and The Confucius Institute. As affiliated organizations and like other departments across Mason, IHS and Mercatus have been granted GMU “domain names”, which are addresses used as web and/or e-mail addresses and are granted to be used by Information Technology Services (ITS). As far as ITS can track, the original domain names for these two organizations were granted in 2007 and updated in 2015. IHS and Mercatus both use their own e-mail systems. These e-mail systems are distinct and separate from the Microsoft e-mail system used by Mason and managed by ITS. So IHS has permission to use ihs.gmu.edu and Mercatus has permission to use mercatus.gmu.edu. They use these GMU domain names from their own e-mail systems. This is similar to IHS and Mercatus using the George Mason University name on their websites. Individual e-mail addresses would look like: [email protected] or [email protected]. While it is true that not many people know about these arrangements, they are not a secret. It is the way things were set up in order for IHS and Mercatus to use the GMU domain names from within their own e-mail systems.

The Executive Committee then sought clarification about whether other affiliated organizations had a similar arrangement, or whether these two affiliated organizations (we had initially inquired only about IHS, but also followed up on Mercatus, as it was referenced in VP Smith’s reply) were the only affiliates with such an arrangement. Provost Wu worked with VP Smith and the University Counsel to develop a list of all organizations they could identify that may have been granted use of a domain name including “gmu.edu,” which resulted in the following list:

ORGANIZATIONS WITH AFFILIATION AGREEMENTS Alumni Association of GMU, Inc.^ George Mason University Foundation, Inc.^

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George Mason University Instructional Foundation, Inc. George Mason Research Foundation, Inc.^ Mason Housing, Inc.^ (housing.gmu.edu) Mason Korea, LLC^ (masonkorea.gmu.edu) American Type Culture Collection, Inc. City of Fairfax and City of Fairfax Economic Development Authority Confucius Institute Headquarters of China by Beijing Language and Culture University^ (confucius.gmu.edu) Encore Learning, Inc. f/k/a Arlington Learning in Retirement Institute HERC Institute for Humane Studies^ (ihs.gmu.edu) INTO Mason, LLC, IUP 2 LLP^ Job Discovery, Inc. Mercatus Center, Inc.^ (mercatus.gmu.edu) Northern Virginia Mediation Service, Inc. NovaMed Corp Osher Life Learning Institute d/b/a Learning in Retirement Institute^ (olli.gmu.edu) Prince William County Public School Division, Manassas City Public School Division, and Manassas Park City Public School Division (Governor’s School Agreement) Smithsonian Institution^ (smconservation.gmu.edu) StrategyUS LLC OTHER PARTNERS Sodexo^ (catering.gmu.edu) Parking Services^ (transportation.gmu.edu; parking.gmu.edu) Campus Ministries^ (atoz.gmu.edu) ROTC^ (arotc.gmu.edu) Print Services^ (printandmail.gmu.edu) ^Organizations with gmu.edu domain names or gmu.edu presence

From these organizations, the Executive Committee focused on the following subset:

1. Mason Korea, LLC^ (masonkorea.gmu.edu) 2. Confucius Institute Headquarters of China by Beijing Language and Culture University^

(confucius.gmu.edu) 3. Institute for Humane Studies^ (ihs.gmu.edu) 4. INTO Mason, LLC, IUP 2 LLP^ 5. Mercatus Center, Inc.^ (mercatus.gmu.edu) 6. Osher Life Learning Institute d/b/a Learning in Retirement Institute^ (olli.gmu.edu) 7. Smithsonian Institution^ (smconservation.gmu.edu) 8. City of Fairfax and City of Fairfax Economic Development Authority 9. Northern Virginia Mediation Service, Inc. 10. George Mason University Foundation, Inc.^

We selected these 10 to allow us to look at all educational entities with identified use of a domain name that contained ‘gmu.edu’ (#1-7), as well as a few other non-educational entities, to help us better understand the scope of partnerships GMU has. Our review included: (1) examination of the MOUs regarding the affiliation with each organization, (2) a request to the University officials responsible for

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handling FOIA requests to indicate whether each organization was viewed as “part of” Mason (and, thus, subject to FOIA requests), and (3) a request to the University Auditor to determine the way in which each organization handled email that came to its ‘gmu.edu’ domain. Examination of MOUs The MOUs for the 10 organizations are contained in Appendices D-Q of this report. The MOU for the Confucius Institute (Appendices E, F) contains a specific section on the Freedom of Information Act (p. 6) that states that “…the records of the Confucius Institute at Mason are subject to Virginia’s Freedom of Information Act.” No other MOU makes a specific reference to the Virginia FOIA. The specific use of the gmu.edu domain or website presence is not specified in any of the MOUs. However, there are some specifications in the MOUs that may have relevance to such use.

1. Some MOUs explicitly address the availability of GMU services and facilities, which could include email and website resources. Examples include the MOUs for INTO Mason (Appendix I: p. 9 – section 2.3.1.i; p. 13 – section 2.6.4) and NVMS (Appendix P: p. 2 – section 3.a). Such MOUs do not include mention of whether material produced with such resources would be subject to VA FOIA statutes.

2. Some MOUs explicitly address the conferral of GMU affiliate status on employees of the

affiliated organization, which would ostensibly give them access to GMU email addresses, if desired. Examples include the MOUs for IHS (Appendix G: p. 2 – section 5) and Mercatus Center (Appendix J: p. 3 – section 5). Such MOUs do not include mention of whether any public records produced when acting as a Mason affiliate would be subject to VA FOIA statutes.

3. Some MOUs contain language specifying the level to which affiliates may or may not use

University name, trademarks, or other representations. In some instances, these specifications are fairly narrow and straightforward, such as in the MOUs for OLLI (Appendix L: p. 8 – section 5.9), NVMS (Appendix P: p. 2 – section 4.A), and the George Mason Foundation (Appendix Q: p. 5 – section 3f). In others, the specifications are more elaborate, such as in the MOU for INTO Mason (Appendix I: pp. 15-16 – sections 3.11, 3.12, 3.13; p. 18 – section 3.4).

Response from University Officials Responsible for FOIA The Executive Committee submitted a formal request to University officials who are responsible for compliance with FOIA for a determination as to whether each of the affiliates under examination were considered to be part of Mason or an independent entity. The response was as follows:

1. Mason Korea, LLC: Mason Korea, LLC is an entity legally distinct from Mason, but Mason would be in possession of certain records related to the operation of the Korea campus of Mason, and certain records related to Mason Korea, LLC. Other records may only be in the possession of Mason Korea, LLC.

2. Confucius Institute: part of the University. 3. Institute for Humane Studies: a separate organization. 4. INTO Mason, LLC: INTO-Mason, LLC is an entity legally distinct from Mason, although Mason

would be in possession of certain records related to the operation of the INTO-Mason program (e.g., student records, some financial records).

5. Mercatus Center, Inc.: a separate organization. 6. Osher Life Learning Institute: a separate organization.

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7. Smithsonian Institution: a program of the University; however, Smithsonian itself is an entity legally distinct from the University and would not be subject to FOIA.

8. Mason Enterprise Center: a program of the University. 9. Northern Virginia Mediation Service, Inc.: a separate organization. 10. George Mason University Foundation, Inc.: a separate organization.

In sum, there was significant variability across the affiliate organizations. Two programs (Confucius Institute and Mason Enterprise Center) were seen as clearly part of the University. Three programs (Mason Korea, LLC; INTO Mason, LLC; and the Smithsonian conservation program) were seen as distinct but with some records that would be in possession of Mason. Finally, five programs (IHS, Mercatus, OLLI, NVMS, and GMUF) were seen as completely separate, independent entities. Of note, from the perspective of the Executive Committee, these differences were not clearly connected to differences specified in the MOUs. Response from University Auditor The University Auditor’s Office first provided an overview of how email servers work. In general, every email domain name (e.g., gmail.com; gmu.edu) has its own IP address. When an email is sent from an account at one organization (e.g., [email protected]) to an address at another organization (e.g., [email protected]), it is routed to the originating organization’s (e.g., domain.com) Domain Name System (DNS) servers. Every organization’s DNS server contains a master list that translates the domain name in an email (e.g., “receiver.com”) to that domain’s actual IP address. Thus, when anyone sends an email to a standard ‘gmu.edu’ email address, the email is directed to an IP address that is contained within a GMU server. When an affiliate organization sets up a domain name that has “gmu.edu” in it (e.g., organization.gmu.edu), the organization also establishes an IP address “translation” for that domain name. If the IP address resides on a GMU server, then any email sent to that domain address is directed to Mason servers. If the IP address does not reside on a GMU server, then any email sent to that domain address is not directed to Mason servers. According to the Auditor’s Office final report (Appendix R), 7 of the 10 affiliates for which we requested a review have access to Mason Office 365 email services. Thus, any email to/from these affiliates through a gmu.edu domain do reside on a GMU server. Those 7 affiliates are:

1. Mason Korea, LLC 2. Confucius Institute at George Mason University 3. INTO Mason, LLP 4. Osher Life Learning Institute 5. Smithsonian-Mason School of Conservation and Mason Front Royal Education Center 6. Mason Enterprise Center 7. George Mason University Foundation, Inc.

In contrast, the remaining three affiliates do not use an email system that resides on a GMU server:

1. Institute for Humane Studies 2. Mercatus Center, Inc. 3. Northern Virginia Mediation Service, Inc.

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Our own examination of these three affiliates revealed that the Institute for Humane Studies and the Mercatus Center use a domain name with ‘gmu.edu’ (i.e., ihs.gmu.edu, mercatus.gmu.edu), whereas Northern Virginia Mediation Service does not (i.e., nvms.us). Examination of MOUs – Additional Information The MOU for IHS (Appendix G), which is the affiliated organization named in documents that prompted this investigation, contained multiple clauses indicating the independence of IHS from GMU, including:

Section 2. IHS Independence. a. IHS shall remain an organization independent of Mason. It shall neither be

considered a unit or department of Mason, nor shall it receive funds from Mason. IHS is solely responsible for raising and managing its own funds.

Section 8. Use of Names. a. IHS shall operate under its own seal and legal name for official business. b. IHS shall not use, in its external advertising, marketing programs, or promotional

efforts, any name or trademark of Mason except on the specific written authorization in advance by Mason.

In spite of these clear specifications, the IHS website (https://theihs.org/) notably uses “Institute for Humane Studies at George Mason University” in multiple places, including the heading of the website and the primary contact address. An example image is here:

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Summary and Recommendations When an outside organization establishes a formal relationship with George Mason University, it establishes a Memorandum of Understanding (MOU). MOUs vary tremendously in terms of the level of detail with which they specify the nature of the relationship between the independent affiliate and GMU. Some MOUs, such as those with the Institute for Humane Studies and the Confucius Institute, are quite specific, whereas others are less clear. In addition, many outside organizations are given permission to represent themselves as part of GMU, through use of logos, website/email domain names, and other means. Based on our review, the Executive Committee of the Faculty Senate makes the following recommendations:

1. When the University enters into a formal Memorandum of Understanding with affiliate organizations, the MOU should clearly state the parameters of the affiliate’s ability to represent itself as associated with GMU, and the parameters under which the affiliate is and is not subject to the regulations that guide GMU.

2. We recommend that, when an organization formally represents itself as affiliated with Mason through the use of logos, domain names, or other means, all business conducted should be considered “public business” and, thus, should be subject to the policies, procedures, rules, and regulations that govern Mason. In contrast, when an organizational affiliate (or its employees) conducts activities or produces records as an independent entity with no connection to Mason or specification of its affiliation with Mason, those activities or records would not be considered “public business” and, thus, should not be subject to rules and regulations governing the University.

3. Given the nature of Sections 2 and 8 of the IHS MOU, the University should seek clarification of

why IHS is using the University’s name on its website. Given the prominence of this use, the University should either request that the website be altered or change the MOU accordingly.

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PLEASE ALERT THE FACULTY SENATE.

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IHS FY17 Mid-Year Proposal to the Charles Koch Foundation

Vision and Strategy

As IHS welcomed a new president and CEO late last year, it was clear that she was stepping in at a

pivotal point in the organization's history. IHS has never enjoyed a broader reach or more robust

support than it has at this moment. At the same time, it is also clear that if higher education is to play a

significant role in fostering a freer and more open society, it will not be through adjustments at the

margin. We believe this moment has step-change potential if we thoughtfully leverage our most

valuable asset: our faculty network. We propose near-term experiments aimed at testing and building

capabilities to have an impact at lOX+ and lOOX+ our current level. With the Foundation's support, over

the next six months we will test our hypotheses-gaining insight in time to refine experiments and scale

what works in FY18.

Same Vision, Sharper Focus on Faculty

Ideas shape the world. The ideas that are taught, debated, and researched at institutions of higher

learning play a critical role in determining the rules that govern political, civic, and commercial life. They

determine, therefore, whether we live in a world in which the great creative force of human potential is

unleashed or bound. And it is for this reason that IHS focuses its work within the academy. "Change the

academy, and we change the world" has been, and will continue to be our guiding paradigm. Our vision,

therefore, in which a significant majority of college students encounter, and a growing number of faculty

explore and advance the ideas of a free and open society, remains unchanged.

While our vision remains the same, we believe that a sharper focus on faculty is the key to unlocking the

potential of this moment in IHS's history. In one sense, this emphasis is not new. IHS has long identified

faculty as a key ingredient in our recipe for social change. This is why we invest in growing the pool of academic talent capable of advancing classical liberal (CL) ideas.

But the pace of growth in our academic pipeline is too slow to realize the magnitude of change we seek.

While our current count of 2,000 alumni professors-a two-fold increase since 2007-is encouraging,

relative to the challenge, it is not nearly enough. Further, our cultivation of non-alumni faculty partners is ad hoc, meaning we are missing opportunities to broaden our reach and deepen our impact. Finally,

because systemat ic and tangible support ends once a graduate student secures an academic post, IHS is

a relatively ineffective bystander over the thirty-five-year arc of a faculty member's professional career.

We believe this is the moment to initiate a shift in strategy that will tap the potential missed up to this point .

Imagine, for example, what our graduate student-support capability might look like if hundreds of trusted faculty at PhD-granting institutions acted as our agents. Not only would they help us grow the

pool of CL talent, they would also be in a position to deploy their local knowledge to tailor support in specific ways, substantively advancing the career potential of individual students. Further, by leveraging our current faculty network and collaborating with aligned non-alumni faculty, we can significantly scale our partnerships with digital textbook publishers and open-source education platforms to become a

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leading source of CL ideas at the introductory level, and more effectively champion free speech and

open inquiry at college and university campuses.

In what follows, we describe experiments we can undertake now to test the scale and deepen the

impact of our graduate fellowship programs, grow partnerships with innovative educational content

providers, and support empirically-based scholarship on free speech and open inquiry.

Building a " Faculty Moves Management Capability"

But the most significant source of potential we have yet to tap is the influence IHS can have over the full

arc of a faculty member's career. Imagine the increased impact faculty in our network would realize if

\HS were to serve as "the best dean they have never had," connecting them to opportunities that will

enable them to move farther and faster than their non-CL peers. Accomplishing this would mean

developing a robust suite of opportunities designed to accelerate and broaden the reach of their

research, advance their progress toward becoming masterful teachers, and elevate their profile within

and beyond their campus communities.

Over the next six months we will prototype and test opportunities of this kind to discover the

intersection of what is viable, what forms of support faculty value most, and which initiatives hold step­

change potential in terms of scale, impact, or both.

To make these strategic pivots, IHS must make a fundamental shift in how we manage our relationships

with aspiring and current faculty. Our organizational structure and information-management systems

must be adapted to ensure the most-promising talent across the IHS academic network-from aspiring

professors, to early and mid-career faculty, to senior faculty poised to step into positions of

administrative leadership-get the right support at the right time. To build this capability we will apply a

"moves management" paradigm, commonly associated with donor cultivation, to graduate student and

faculty relationship management.

Because a moves management approach is deliberately designed to capture, share, and leverage local knowledge of academic talent, having this capability will significantly improve IHS's ability to advise

strategic partners on first-time, mid-career, and senior-level placements. Further, this capability will

inform our efforts to support campus-wide cultural change-change that is driven by faculty partners­

through our Free Speech and Open Inquiry (FSOI) initiative.

Building Our Reputational Capital

Finally, given our sharper focus on faculty, this moment in IHS's history is one in which we must greatly

increase our presence and credibility in the academy. Higher education is a reputation-driven industry. If

we are to significantly enhance our ability to help place faculty; if we are to have significant influence on

the direction, pace, and scope of career development among graduate students and faculty in our

network; if we are to become a "go-to" resource for introductory-level ideas in the CL tradition; if we are

to grow our partnerships with non-traditional allies in support of free speech and open inquiry, then

elevating our academic brand must be a deliberate part of our overarching strategy. In what follows, we describe steps we are taking to bring about this change.

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Proposed Program Experiment s & Sca ling

Building Relat ionship, Support, and Talent ID Capabilities

IHS will support aspiring and current freedom friendly professors across the full arc of their careers, serving as the best dean they never had " Key to this vision are: (1) building a relationship-management capability to scale and improve support for aspiring and current faculty, (2) experimenting with a suite of

research-support programs, and (3) increasing educat ion and talent ident1f1cation of aspiring academics.

1. Relationship Management for Faculty. We will build a "moves management" capability for faculty relations, ensuring the most -promising talent across the IHS academic network get the

right support at the right time. (See page 9 for a graphical model of the relationship­management capability.) Currently, we work closely with about 40 faculty; our goal is to work closely with 400 faculty by the end of FY18. (The early experiment is designed to gauge whether

a lOX increase is feasible in a single fiscal year.) Building this capability involves:

• Identifying and supporting a broader spectrum of academic talent who can actively

contribute to advancing a free and open society, not just "IHS alums" or self-identified

classical liberals/ libertarians.

• Seeking regular input from faculty in our network via personal outreach, events, etc., starting with a "Faculty Summit" in July with 15 of our most-trusted faculty partners.

• Revamping the IHS academic talent-evaluation rubric to better align our talent pool wit h known demand for academic talent (e.g., scholars researching key issue areas).

• Reallocating internal staff and recruiting new staff to serve as "account owners," who

will build knowledge of and relationships with faculty in their portfolios and execute career-advancing "moves" (e.g., colloquium invitation, connection to a senior colleague

in the network, or grant opportunity).

2. Research Support Experiments. A scholar's publication record is the most important variable for landing a faculty position, earning tenure, securing more-leveraged positions over time,

influencing their discipline, and impacting public policy. To help strengthen scholars' research, we will experiment with a broad range of research support, each of which will serve as a "move"

in our faculty moves management capability:

• Faculty Research Awards. This pilot will offer faculty relatively modest grants of $3K-$6K to underwrite research expenses of short-term projects. By doing so, we: 1) accelerate the pace of scholarly growth for faculty in our network; 2) expand our faculty network;

3) rebrand IHS in the minds of academics as a source of support for faculty; and 4} gain valuable insight on individual faculty poised to take the next step in their journey with

IHS programs, to receive larger research awards, and/or to move to a more leveraged position within the academy. We will experiment with 20-30 awards in 2017. We believe that this initiative is among those with the greatest potential to scale, and the experiment is designed to test that hypothesis.

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seminars will be valuable "moves" for top academic talent with policy-relevant research

agendas.

• We propose hosting a Policy Research Seminar in conjunction with the American

Political Science Association annual meeting. This seminar will be a continuation of our

partnership with Mercatus' Program for Economic Research on Regulation (PERR), with the goal of introducing an audience of 35 political scientists to the RegData and

QuantGov system that PERR has developed.

• We propose hosting an entrepreneurship-focused seminar connected with the Academy

of Management (AOM) conference in Atlanta, engaging an audience of approximately

15 university center-builders. This seminar will support center-builders' efforts to

incorporate the theme of entrepreneurship into academic research, public

communications, course curricula, and mission building. This program will also lay the

foundations for a Center-Builder's Network that will serve as a source of advice,

professional growth, and strategic visioning.

4. Exploring Liberty Discussion Colloquia (ELDCs). We propose scaling our on-campus, Liberty

Fund-style colloquia for undergrad and graduate students, held on campuses across the country

in partnership with faculty. ELDCs have proven to be a cost-effective, scalable model for

providing in-person intensive education to students and identifying prospective academic talent.

ELDCs also serve as a "move" for the faculty partner, allowing us to build the relationship and

gather local knowledge about what step might be needed next.

Based on strong interest from faculty partners, we see an opportunity to run 150 ELDCs with

2,400 participants in 2018, up from 40 events a year over the last two years. We anticipate 25%

of ELDC participants will be qualified for continued investment and 10% qualified for the

academic talent pool. Our current Templeton grant will cover ELDC expenses for fall 2017, but

Templeton funding expires at the end of 2017. The Marcus Foundation has agreed to support 15

ELDCs per semester starting in 2018. However, to begin securing faculty partners and planning

events for spring 2018, we ask the Foundation to consider funding half (30) of the anticipated

balance of 60 ELDCs for spring 2018.

5. PPE/ PPEL Curriculum Project. As the number of PPE/PPEL centers and programs continues to

grow, the faculty involved are eager for a trusted source of curriculum content. IHS will leverage

its faculty network, relationships with textbook publishers, and content-creation capabilities to

supplement and magnify the impact of the PPE Network. We will partner with OpenStax/Merlot

to create a curriculum center on that platform, featuring materials from existing PPE/PPEL

programs as well as existing (unbranded) Learn Liberty content. We will partner with Cengage

and other textbook publishers to include these materials in newly created PPE/PPEL digital

textbooks. And we will market these resources to PPE/PPEL programs across the U.S.

The efforts outlined above will help close the gaps toward:

• increasing the academic talent pool to 2,500 by the end of FV18;

• ensuring at least 1,000 faculty secure leveraged position between FY17-FY20;

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• helping 1,000 faculty actively advan e the ideas of freedom between FY17-FY20; and

• developing capabilities needed to b ow past these near-term goals and have a lOX+ impact.

Free Speech and Open Inquiry (FSOI)

Faculty leadership is critical for defending and a vancing FSOI in higher education. Yet faculty are often

unaware of the depth and nature of the threats o FSOI on their campus and in the academy, and they

are not fully supported or equipped to be effect ve free speech advocates. To fill this gap, IHS is

informing and engaging faculty by developing a orum for scholarly debate, discussion, and thought

leadership regarding FSOI. By growing and leve r,ging our faculty network, we see opportunities to make

faster progress. Over the next six months, we w II experiment with:

1. Supporting FSOI Empirical Research. N .ws outlets as varied as the New York Times, Fox News,

and Chronicle of Higher Education are regularly covering campus protests, heckler's vetoes, and

dis-invitations. But such coverage is often dismissed, given the dearth of empirical evidence on

the causes and effects of efforts to shui down the free exchange of ideas. IHS aims to close this

gap by supporting and publicizing scholarly, empirical research about the intellectual climate of

higher education.

Building on a pilot research project earl er this year with Dr. Samuel Abrams (Sarah Lawrence

College), IHS will support research focu5•ing on the role that student-facing college and university

administrators (e.g., staff within Officesl of Student Affairs) play in encouraging/discouraging

policies and practices hostile to FSOI. olur early research suggests this segment of administrators

is actively involved in student protests. Dur questions are: Does this finding hold up in a larger

study? If so, what drives this finding? F~~ example, are student affairs staff becoming involved in student protests to attend to safety issJ es and respond to regulatory pressures? Or is the

motivation to advance a particular ideo ogical perspective? And what w ithin the training and

education of student affairs staff drives oward this result? Assuming that Dr. Abrams' early

findings are affirmed, documented emRl rical research of this kind will demonstrate the degree to which non-academic administrators ~ ave undermined (intentionally or not) the role of faculty

and academic leaders in shaping the int llectual climate on campuses, and guide faculty leaders

as they re-assert their leadership on qu stions related to campus free speech.

IHS proposes to launch a national study of roughly 600 student-facing administrators this

summer, and to issue a report publicizi g the findings in the fall. We would also work with Dr.

Abrams to share the findings through a eries of op-eds in major national publications and

higher education publications. Dr. Abrari s has already earned multiple major media hits on such

issues, in outlets including the New Yor Times, Chronicle of Higher Education, and Inside Higher

Education, among others. With this em irical research, IHS will be in a position not simply to

respond to crises as they happen, butt begin driving a scholarly conversation about why these crises keep occurring and what positive teps faculty and administrative leaders can take to protect free speech rights on campus.

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2. FSOI Academic Volume. Threats to rso1 in higher education are deep, and faculty do not always

understand the nature of these threats until it is too late to combat them. IHS proposes to work

with campus free speech expert and IHS Visiting Fel low Dr. Donald Downs to organize and

publish a volume in which noted faculty from a range of fields and perspectives will discuss key

threats to campus free speech - and share strategies for how faculty can respond to these

threats. Such a volume will be marketed broadly onllne, positioning IHS as a resource for faculty

leadership on campus free speech and helping to identify faculty who might be interested in

taking on a leadership role on their campus. Our goal is to get 25,000 faculty to download the

volume, 2,500 faculty to opt-in to regular communications about IHS's work on free speech, and

250 faculty to partner with IHS on FSOl-related activities.

3. FSOI Student Orientation Kit. There is a gap in pro-free speech, pro-civil discourse materials for

use during freshman orientation. IHS can fill that gap by developing, producing, and distributing

an FSOI Student Orientation Kit for use by faculty, administrative partners, and student affairs

departments on campuses across the country. Based on a recent free speech freshman

orientation at Purdue University, the proposed kit could include a video, readings, and other

materials that can be included in existing orientation plans and tailored to a campus. The video

will feature credible faculty and academic leaders highlighting a positive vision for FSOI and the

important role it places in advancing knowledge and, ultimately, human progress. IHS will

partner with faculty and academic leaders to develop the kit this summer and test it on 15-20

campuses this fall.

These proposed FSOI efforts, in addition to our current efforts, will help close the gaps toward:

• demonstrating culture/institutional change on at least 200 campuses by the end of FY18;

• partnering with 500 faculty and reaching 20,000 faculty and administrators on this issue by the end of FY18; and

• developing capabilities needed to blow past these near-term goals and have a lOX+ impact.

Broadening and Elevating the Profile of lHS

In order to influence more placements; have a significant influence in the direction, pace, and scope of

career growth among faculty in our network; begin to build relationships with non-traditional allies; and advance efforts across our entire academic strategy, we must broaden and elevate the profile of IHS as a well-known and highly-regarded academic institute. One of the ways we can do so is by greatly expanding IHS-branded online content and activity. E.g.:

• Thought-leadership pieces authored by Emily Chamlee-Wright on FSOI and intellectually liberating pedagogical practices.

• !HS-sponsored faculty research talks live-streamed on IHS's Facebook page.

• Promoting IHS's faculty-development and support programs (including the new experiments outlined above) via campaigns on Facebook and Linkedln.

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• Promoting photos stone'>, and transcripts from prcsUgious IHS events (e.g., Vernon Smith's remarks from our , cccnt rSOI event Jl Chapman University)

• Highlight profiles of top talent being supper led by I1 lS, as well new research (with broad appeal) produced by IHS ~up ported f acuity, promoted v,a the 11 lS blog and sacral media.

We wrll trad, engagement with our content, measured in views and time on-site. At the end of the test, we\, Ill use an online survey to measure changes in faculty's awareness and perceptions of IHS, to better understand what percentage of faculty in our core disciplines know IHS and, of those who know us, what percentage holds IHS in high regard. Metrics of this kind are proxies for the substantive change we must realize in order to be more effective in impacting higher educat ion, e.g.:

• The Chronicle of Higher Education and Inside Higher Ed turn to IHS and t he scholars with whom we are working as "go-to" resources on FSOI.

• Scholars regularly cite the empirical research we have helped scholars develop on campus­climate issues and build on the data in their own work.

• We grow the number of non-traditional faculty partnerships (e.g., video partnerships and on­

campus programs).

• The number of faculty willing to recommend students to our programs increases disproportionately relative to the growth of our faculty network overall.

• We experience increased demand for content from digital textbook publishers and other partners like Curriki and OpenStax.

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF MASON KOREA, LLC

This Second Amended and Restated Limited Liability Company Operating Agreemen.~ (this "Agreement") of Mason Korea LLC ("Company") is amended and restated as of this~ day of August, 2018, by the Member (as defined below).

RECITALS:

WHEREAS, the Member organized a limited liability company pursuant to and in accordance with the Virginia Limited Liability Company Act (Title 13.1, Chapter 12), as amended from time to time (the "Act"), and §23-91.29:1 ·ofthe Code of Virginia; and

WHEREAS, the Member desires to enter into this Agreement to govern the affairs of the Company and set forth the Member's rights, obligations and understandings with respect to the Company;

NOW, THEREFORE, the Member and the Company agree as follows:

1. Formation. The Member, as an authorized person within the meaning of the Act, has caused the execution, delivery and filing of the Articles of Organization with the Virginia State Corporation Commission (the "Commission"). Except as expressly provided herein to the contrary, the rights and obligations of the Member and the administration and termination of the Company shall be governed by the Act.

2. Name. The name of the Company is Mason Korea, LLC. The Company may do business under that name and/or any other name as determined by the Member, subject to any restrictions imposed bylaw.

3. Purposes. The Company is organized exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the "Code"). The purposes of the limited liability company are to establish and operate a branch campus of George Mason University (the "University") in the Republic of Korea, and to engage in any other lawful act or activity .for which limited liability companies may be organized under the Act.

4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement and any other agreement entered into by the Company, the Company shall have the power and authority to do any and all acts and things necessary, appropriate, proper, advisable, desirable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including but

DBl/73727540.5 1 22

not limited to the powers and privileges provided for in Section 13 .1-1009 of the Act; provided, however, that the Company shall not engage in any conduct that is inconsistent with the Member's tax-exempt status.

5. Principal Business Office. The principal business office of the Company shall be located at such location as the Member may hereafter determine.

6. Registered Office; Registered Agent. The address of the registered office of the Company in the Commonwealth of Virginia, and the name of the registered agent of the Company at such address, for service of process on the Company in the Commonwealth of Virginia, is Corporation Service Company, located at Bank of America Center, 16th Floor, 1111 East Main Street, Richmond, Virginia 23219. The Member may change the registered office and/or registered agent of the Company in accordance with the Act.

7. Maintenance of Status; Qualification in Other Jurisdictions. The Member shall take any and all actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the Commonwealth of Virginia. Before conducting business in any jurisdiction other than the Commonwealth of Virginia, the Company shall file all forms and take all other actions required under applicable laws, including tax laws, of that jurisdiction in order to conduct such business.

8. Member. The name and mailing address of the sole Member of the Company (the "Member") is set forth on Schedule A hereto.

9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debts, obligations or liabilities of the Company solely by reason of being a member of the Company.

10. Capital Contributions. The Member has agreed to contribute to the capital of the Company the cash and/or property set forth on Schedule A hereto. The Member is not required to make any additional capital contributions to the Company. However, the Member may at any time make additional capital contributions to the Company.

11. Distributions; Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of the Member's interest in the Company if such distribution would violate Section 13 .1-035 of the Act or any other applicable law.

12. Management. In accordance with Section 13.1-1024 of the Act, management of the Company shall be vested in a Board of Managers (the "Board"). The Board shall consist of

DBI/73727540.5 2 23

seven individuals ("Managers"), who need not include the Member. The Board shall act as the "manager" of the Company under Section 13 .1-1024 of the Act, subject to the provisions of this Section 12. The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all power, statutory or otherwise, possessed by members of a limited liability company under the laws of the Commonwealth of Virginia.

i. Board Composition. The Managers shall consist of three ex officio Managers who are the university employees holding the following three positions: Provost of the University, University Chief of Staff, and Controller of the University. Two Managers shall be Deans of the University selected by the President of the University in consultation With the Chair of the Board. Two Managers shall be members at-large selected by the President of the University in consultation with the Chair of the Board. One Manager shall be a resident of Korea selected by the President of the University in consultation with the Chair of the Board.

ii. Resignation; Removal; Vacancies. A Manager may be removed by the Member at any time with or without cause. A Manager may resign by delivering written notice to that effect to the Member. In the event a vacancy on the Board occurs as a result of the death, disability, resignation, removal or otherwise of a Manager, ex officio Manager vacancies shall be replaced ex officio, or the Board may nominate and recommend an individual to fill the vacancy as may be approved by the Member.

111. Authority to Bind the Company. Except as provided in this Agreement or the Act, only the Board and any officers designated by the Board shall have the authority to bind the Company.

iv. Powers of the Board. Subject to all of the terms, covenants, conditions and limitations contained i: 1, 1 this Agreement and any other agreement entered into by the Company and subject to the limitations imposed by law, including the Act, the Board shall have the power, on behalf of the Company, to do or to direct to be done all things necessary or convenient to carry out the business and affairs of the Company, including:

(a) the institution, prosecution and defense of any proceedings in the Company's name;

(b) the sale, conveyance, mortgage, pledge, lease, exchange and other disposition of any property of the Company;

( c) the approval contracts and guaranties, incurrence of liabilities, borrowing money (including refinancing, recasting, extending, compromising or otherwise dealing with any such loan), issuance of notes, bonds and other obligations, and the securing of any of the Company's obligations by mortgage or pledge of any of the Company's property or mcome;

DBI/73727540.5 3 24

(d) the lending of money, investment and reinvestment of the Company's funds, and receipt and holding of property as security for repayment thereof;

( e) the purchase of assets or securities of another person

(f) the making of any capital investment or other capital expenditure or commitment;

(g) the conduct of the Company's business, the establishment of Company offices, and the exercise of the powers of the Company within or without the Commonwealth of Virginia;

(h) the selection and appointment of the Campus Dean and Chief Business Officer ("CBO") of the Company and the appointment of other agents of the Company, the defining of their duties, and the establishment of their compensation;

(i) the opening and maintaining of bank accounts for the Company's funds;

G) the approval of pensions and establishment of pension plans, pension trusts, profit-sharing plans, and benefit and incentive plans for all or any of the current or former Members, officers, employees, and agents of the Company;

(k) the approval of compensation and/or benefits to any or all officers and employees on account of services rendered to the Company, whether or not an agreement to pay such compensation and/or benefits was made before such services were rendered;

(1) the participation in partnership agreements, joint ventures or other associations of any kind with any other Person;

(m) the approval of the annual business plan and budget for the Company;

(n) the appointment, to the extent that the Board deems it necessary or prudent, of outside professional counsel, including an independent auditor and outside tax and legal counsel;

( o) the authorization of distributions by the Company;

(p) the approval of the acquisition, sale, merger, consolidation, disposal and/or transfer of the business assets of the Company (other than in the ordinary course ofbusiness); and

(q) any other act that furthers the business and affairs of the Company.

DBI/73727540.5 4 25

v. Meetings of the Board.

(a) Date and Place of Meetings. Regular meetings of the Board may be held, without notice, on such dates and at such times as may be determined by the Board. Special meetings of the Board may be called at any time by the Chair of the Board or a majority of the Managers. Meetings of the Board may be held either in person or by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, at the offices of the Company or such other place as may be determined from time to time by the Board.

(b) Notice of Special Meetings. Unless waived, written notice of the place, time and purpose of any special meeting of the Board shall be delivered to each Manager at least 48 hours before the time of the meeting. Business transacted at any special meeting of the Board shall be limited to the purposes stated in the notice of such meeting. A Manager may waive notice of a Board meeting by delivering a written waiver to the Board. A Manager's attendance at or participation in a meeting waives any required notice of such meeting, unless at the beginning of such meeting or promptly upon his or her arrival, such Manager objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.

( c) Quorum; Action by the Board. Except as otherwise provided in this Agreement or the Act, the presence of the majority of Manager then in office shall constitute a quorum for the transaction of business, and the vote of a majority of the Managers present at any meeting at which a quOrum is present shall be the act of the Board.

(d) Action by Written Consent. Any action may be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, shall be signed by Managers having not less than the minimum number of votes that would he necessary to authorize or take such action at a meeting at which all Managers entitled to vote thereon were present and voted. Any action taken by the written consent of the Managers shall have the same force and effect as if taken by the Managers at a meeting.

13. Officers. The Board may designate one or more officers of the Company, including the Chair, Campus Dean and CBO, each with such powers and duties in the management of the Company as may be prescribed by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the overall direction and control of the Board.

14. Other Business. The Member may engage in or possess an interest in other business ventures of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

DBl/73727540.5 5 26

15. Exculpation and Indemnification of the Members. The Member shall not be liable to the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Member with respect to Company matters. To the full extent permitted by applicable law, the Company shall indemnify the Member for any loss, damage or claim incurred by the Member by reason of any act or omission performed or omitted by the Member with respect to Company matters, except that the Company shall not indemnify the Member for any loss, damage or claim incurred by the Member by reason of the Member's fraud; provided, however, that any indemnity under this Section 15 shall be provided out of and to the extent of Company assets only, and the Member shall not have personal liability on account thereof.

16. Limit on Liability. In every instance in which the Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of managers or officers of a limited liability company to the limited liability company; the Managers or officers of the Company shall not be liable to the Company.

17. Indemnification of Managers and Officers. The Company shall indemnify any individual who is, was, or is threatened to be made a party to a proceeding (including a proceeding by or in the right of the Company) because such individual is or was a Manager or officer of the Company, or because such individual is or was ,serving the Company or any other legal entity in any capacity at the request of the Company while a Manager or officer of the Company, against all liabilities and reasonable expenses incurred in the proceeding except such liabilities and expenses as are incurred because of such individual's willful misconduct or knowing violation of the criminal law. Service as a director or officer of a legal entity controlled by the Company shall be deemed service at the request of the Company. The determination that indemnification under this Section 1 7 is permissible, the authorization of such indemnification, and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the majority of disinterested Managers on the Board·, or if there are no disinterested Managers, by the Member, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. Unless a determination has been made that indemnification is not permissible, the Company shall make advances and reimbursements for expenses incurred by a Manager or officer in a proceeding upon receipt of an undertaking from such Manager or officer to repay the same if it is ultimately determined that such Manager or officer is not entitled to indemnification. Such undertaking shall be an unlimited, unsecured general obligation of the Manager or officer and shall be accepted without reference to such Manager's or officer's ability to make repayment. The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Manager or officer acted in such a manner as to make such Manager or officer ineligible for indemnification. The Company is authorized to contract in advance to indemnify and make advances and reimbursements for expenses to any of its. Managers or officers to the same extent provided in this Section 1 7.

DBI/73727540.5 6 27

18. Indemnification of Others. The Company may, to a lesser extent or to the same extent that it is required to provide indemnification and make advances and reimbursements for expenses to its Managers and officers pursuant to Section 1 7, provide indemnification and make advances and reimbursements for expenses to its employees and agents, the directors, officers, employees, and agents of its subsidiaries and predecessor entities, and any person serving any other legal entity in any capacity at the request of the Company, and may contract in advance to do so. The determination that indemnification under this Section 18 is permissible, the authorization of such indemnification, and the evaluation as to the reasonableness of expenses in a specific case shall be made as authorized from time to time by general or specific action of the majority of disinterested Managers on the Board, or if there are no disinterested Managers, by the Member, which action may be taken before or after a claim for indemnification is made, or as otherwise provided by law. No person's rights under Section 17 shall be limited by the provisions ofthis Section 18.

19. Transfers. The Member may at any time transfer all or any portion of its limited liability company interest in the Company; provided, however, that any such transferee(s) is exempt from tax under Section 50l(c)(3) of the Code or a government entity described in Section 170( c )(1) of the Code. If the Member transfers all or any portion of its interest in the Company pursuant to this Section 19, the transferee shall be admitted as a member of the Company in accordance with this Section 19.

20. Dissolution.

(a) Events of Dissolution. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following:

Act.

DBI/73727540.5

(i) the written consent of the Member;

(ii) at any time there are no members of the Company, unless within 90 days after the occurrence of the event that terminated the continued membership of the Member, the successor-in-interest of the Member agrees in writing to continue the Company and to the admission of the successor-in-interest of the Member or its nominee or designee to the Company as a member, effective as of the occurrence of the event that terminated the continued membership of the Member; provided, however, that such successor-in-interest of the Member or its nominee or designee is exempt from tax under Section 501(c)(3) of the Code or a government entity described in Section 170(c)(l) of the Code; or

(iii) the entry of a decree of judicial dissolution under Section 13 .1-104 7 of the

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The death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause the Company to be dissolved or its affairs to be wound up.

(b) Procedure for Winding Up and Dissolution. If the Company is dissolved, the affairs of the Company shall be wound up. The Member shall wind up such affairs unless the Member is then no longer a member of the Company. If there are then no members of the Company, then the successor-in-interest of the Member shall wind up the affairs of the Company. On winding up of the Company, the assets of the Company shall be applied in the manner, and in the order or priority, set forth in Section 13.1-1049 of the Act. Notwithstanding the foregoing, any assets remaining after the payment of any liabilities shall be distributed only to the Member or to such organization or organizations as the Member shall determine as set forth in the Company's Articles of Organization.

( c) Filing of Certificate of Cancellation; If the Company is dissolved, a certificate of cancellation shall be promptly filed with the Commission. If the Member is not then a member of the Company, then the certificate of cancellation shall be filed by the successor-in-interest of the Member.

21. Bank Accounts. All funds of the Company shall be deposited in one or more bank accounts opened in the name of the Company. The Member shall determine the institution or institutions at which the accounts may be opened and maintained, the types of accounts and the persons who will have authority with respect to the accounts and the funds therein.

22. Books and Records. The Member shall keep or cause to be kept complete and accurate books and records of the Company and supporting documentation of the transactions with respect to the conduct of the Company's business. The books and records shall be maintained in accordance with sound accounting principles and practices.

23. Separability of Provisions. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect

24. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

25. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without reference to its conflict of law rules.

26. Amendments. This Agreement may not be amended except in writing and signed by the Member.

DBI/73727540.5 8 29

27. Sole Benefit of Member. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.

28. Headings. The headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

IN WITNESS WHEREOF, the undersigned sole Member has duly executed this Agreement as of the date first set forth above.

THE RECTOR AND VISITORS OF GEORGE MASON UNIVERSITY

B: l

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INTERNATIONAL STUDENT CENTER SERVICES AGREEMENT

by and among

GEORGE MASON UNIVERSITY

and

IUP2 LLP

and

INTO MASON, LLC

50

This INTERNATIONAL STUDENT CENTER SERVICES AGREEMENT (this "Agreement") is dated this 3 i day of July, 2014 (the "Effective Date"), by and among the Commonwealth of Virginia, by the Rector and Visitors of George Mason University ("University"); IUP 2 LLP, a limited liability partnership registered in England and Wales ("IUP"); and INTO Mason, LLC, a Virginia limited liability company (the "Company").

RECITALS:

WHEREAS, University, IUP and the Company have agreed to work together to establish a new international student center located on University's campus in Fairfax, Virginia, pursuant to which University shall offer a range of academic preparatory courses and English language programs which, when successfully completed, will enable qualified international students the ability to progress to certain undergraduate and graduate degree programs at University;

WHEREAS, University, IUP and the Company have agreed to provide certain services described herein in connection with the INTO Mason Programs;

WHEREAS, University has agreed to provide certain teaching services and to provide or make available certain residential and teaching/administration facilities for use in connection with the INTO Mason Programs and its Students (as such terms are hereinafter defined);

WHEREAS, the Company has agreed to manage the operations of the INTO Mason Programs;

WHEREAS, upon and subject to the terms and conditions set forth in this Agreement, the Company desires to appoint IUP, and IUP desires to serve, as the exclusive provider to the Company of the marketing and student recruitment services, and the management services, described herein for the INTO Mason Programs;

WHEREAS, upon and subject to the terms and conditions set forth in this Agreement, University desires to appoint IUP, and IUP desires to serve, as a non-exclusive provider to University of the marketing and student recruitment services described herein that are primarily directed to Direct Entry Students;

WHEREAS, the Parties further desire to enable the Company, IUP and its Affiliates to use certain intellectual property of University under a limited license to the extent necessary to perform their obligations hereunder;

WHEREAS, IUP desires to enable the Company to use certain intellectual property of IUP and its Affiliates under a limited license to the extent necessary to perform its obligations hereunder;

WHEREAS, the Company desires to enable IUP and University and to use certain intellectual property of the Company under a limited license to the extent necessary to perform their respective obligations hereunder; and

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WHEREAS, each of the Parties agrees and acknowledges it shall provide its services in good faith and with due care, skill and diligence, working together to meet the needs of students and thereby strengthen the respective reputations, brand names and goodwill of the Parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1 DEFINITIONS

1.1 "Accrediting Body" means any Person, whether private or quasi-private, whether foreign or domestic, that is responsible for the granting or withholding of the accreditation of post-secondary institutions or their educational programs in accordance with standards and requirements relating to the performance, operation, financial condition or academic standards of such institutions, including the SACSCOC.

1.l(A) "Adverse Owner" means any Person that (i) owns or controls businesses that are materially engaged in the alcohol, tobacco or firearm industries; provided, however, that no such Person shall be an Adverse Owner if such Person has less than a five percent (5%) ownership interest in an entity that is an Adverse Owner; (ii) that is owned, all or in part, by a foreign government or individual listed on the U.S. Department of State sponsors of terrorism list; or (iii) whose Principals or board members, Chairman, or Group Managing Director are convicted of, or have entered into any plea agreement, settlement agreement or other deferment of prosecution agreement with respect to, any violation of any applicable criminal United States federal law, state law or foreign law, or any rules or regulations related to any such laws of a nature such that such persons' association with the Company or University is demonstrated by University to pose a significant financial, accreditation or reputational risk to the Company or to University; provided, however, that no such Person shall be an Adverse Owner if a replacement Principal, board member, Chairman or Group Managing Director of such Person is appointed within thirty (30) days after delivery by IUP to University of notice of the identity of such Person.

1.2 "Actual Operating and Financial Cost" means the actual operating and financial cost of the facilities used to support programs administered by the Company, including but not restricted to the aggregate of: ·

the total debt service and annual Capital Repair Reserve funds for that certain building located at 4352 Mason Pond Drive, Fairfax, Virginia, for each Fiscal Year, as set out on the schedule attached at Appendix 1; plus

the actual costs of reasonable maintenance, utilities, security, technology and other charges related to the Teaching/ Administration Buildings.

1.3 "Affiliate" means, with respect to any specified Person, any other Person directly or indirectly through one or more intermediaries controlling, controlled by or under common control with such specified Person, with "control" for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and

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policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

1.4 "Base Tuition" means an amount equal to the then-current instructional tuition rate for a full time student attending University, which, for the avoidance of doubt, shall not include any amounts paid over and above instructional tuition on account of a specific course selection and/or degree program.

1.5 "Business Plan" means the business plan and financial projections for the Company, as adopted and amended by the Company for each Fiscal Year.

1.6 "Business Day" means any day other than a Saturday, Sunday or day on which commercial banks are authorized or required by law to close in Fairfax, Virginia.

1. 7 "Capital Repair Reserve" means those certain funds specified on Appendix I that are paid by Company to University and accrued by Company to cover the cost of major capital repairs to the Teaching/Administration Building(s) and Residential Buildings, in each case in accordance with Section 4.1.7.

1.8 "Change of Control" means (i) any sale or issuance or series of sales and/or issuances of voting securities of IUP (or securities convertible into or exchangeable for such securities), in which any Person other than any INTO Senior Executive or INTO Shareholder, is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of voting securities of IUP, representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of !UP; (ii) any merger or consolidation or series of mergers or consolidations in which IUP merges or consolidates with any other entity, that would result in more than fifty percent (50%) of the voting securities of IUP or such surviving entity being owned by an ultimate beneficial owner who is not an INTO Senior Executive or INTO Shareholder; or (iii) the entry by IUP into any agreement or contract with a Person other than an Affiliate, officer, director, employee or shareholder of IUP pursuant to which such Person is granted the power and right to direct or cause the direction of the management and policies ofIUP.

1.9 "Commencement Date" means the date on which the first Student is enrolled in any of the INTO Mason Programs.

I. IO "Company Staff' means the employees, consultants and agents of the Company engaged in the performance of the Company Services set forth in Section 2.4, but shall not include University Staff.

I.I I "Confidential Information" means, with respect to a Party (a "Disclosing Party") any and all such information furnished (whether in written or oral form, electronically stored or otherwise; provided, that such oral information is reduced to writing, provided to Recipient and marked "confidential" within ten (I 0) days following such oral disclosure) to the other Party (the "Recipient") or the Recipient's Representatives by or on behalf of the Disclosing Party, whether before, on or after the date hereof, including any analyses, notes, data, compilations, summaries, forecasts, studies or other documents and materials (whether in written or oral form, electronically stored or otherwise; provided, that such oral information is reduced to

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writing, provided to Recipient and marked "confidential" within ten (! 0) days following such oral disclosure) prepared by Recipient or its Representatives in connection with their review of, or interest in, entering into this Agreement, or their performance of any of the services or obligations contemplated in this Agreement, that contain, reflect, are based upon or are generated from, in whole or in part, any such information. The term Confidential Information, however, will not include information of a Disclosing Party that (i) was or becomes publicly available other than as a result of a disclosure directly or indirectly by or on behalf of the Recipient or its Representatives or (ii) was or becomes available to the Recipient on a non-confidential basis from a source (other than the Disclosing Party and its Representatives) not known by the Recipient, after due inquiry, to be prohibited from disclosing such information to the Recipient by a legal, contractual or fiduciary obligation.

1.12 "Cost of Facilities" means the amounts specified in Section 4.1.3 and set out in Schedule 4.1.3.

1.13 "Cost of Program Delivery" means the costs for the provision of the University Services as further described in Section 4.1.3.

1.14 "Direct Entry Students" means individuals enrolled at University as an undergraduate or graduate student (who, for the avoidance of doubt, have not progressed through the INTO Mason Programs) as a direct result of the Company's or IUP's marketing and recruiting efforts.

1.15 "EBITDA" means net income, before (to the extent deducted in the calculation of net income) extraordinary items, interest expense, income tax expense, depreciation and amortization (including goodwill).

1.16 "Educational Agency" means any Person, entity or organization, whether governmental, government chartered, private or quasi-private, that is responsible for granting or withholding educational approvals for, or that otherwise regulates private postsecondary institutions such as the Company, their employees or agents in accordance with standards relating to performance, operation, financial condition or academic standards of such institutions, and the provision of financial assistance to such institutions or students attending such institutions, including (i) each of the U.S. Department of Education ("ED"), the U.S. Department of Homeland Security ("DHS"), the U.S. Department of Defense ("DOD"), the U.S. Department of Veteran Affairs ("VA"), and each branch or agency of any of the foregoing, (ii) such agencies of state government as may have jurisdiction over the educational activities contemplated by this Agreement, (iii) applicable Accrediting Bodies, and any successor to any of the foregoing entities described in the preceding clauses (i) through (iii).

1.17 "Fiscal Year" means the period beginning on August 1 of each calendar year and ending on July 31 of the following calendar year, or such other fiscal year that may be established by the Company.

1.18 "Foundation" means Mason Global Pathways LLC, a Virginia limited liability company, whose single member is The George Mason University Instructional Foundation, Inc.

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1.19 "GAAP" means generally accepted accounting principles in the United States of America in effect from time to time, applied on a consistent basis.

1.20 "Governmental Authority" means any governmental, regulatory or administrative authority, agency, department, board, bureau, instrumentality, comm1ss10n or other body, or any court, tribunal, or judicial or arbitral body, of the United States, any state, county, municipality or locality, or of any foreign country, or of any political subdivision or agency of any of the foregoing, but excluding any Educational Agency.

1.21 "IEP" means, collectively, (a) the Intensive English Language Institute, a part of University that, prior to the establishment of the Company, has provided English language courses and (b) the Center for International Student Access, a part of University that, prior to the establishment of the Company, has provided pathway programs for students wishing to matriculate into degree-seeking undergraduate and graduate studies at University.

1.22 "Intellectual Property" means any common law or registered intellectual property throughout the world for the full term of the rights concerned, including ownership, options or licensed interests in copyright, database rights, patents, rights in inventions, trade secrets, know-how and technical information, design rights, design patents, trademarks, trade names, trade dress, service marks, service names (including business and brand names, domain names, and URLs), and logos and the rights to apply for any of the foregoing anywhere in the world, the rights to license the intellectual property rights to third parties, and the rights to enforce the intellectual property rights including enjoining infringing parties and recovering damages.

1.23 "INTO Mason Program(s)" means, individually or collectively, the academic preparatory programs to be offered to Students as set forth in Schedule 1.23 attached hereto (as such Schedule 1.23 may be amended or supplemented from time to time by written agreement between the Parties) together with associated ancillary, supplementary and complementary English language courses.

1.24 "INTO Senior Executive" means the Chairman of INTO University Partnerships Limited (the controlling member of IUP) (currently Andrew Colin), the Managing Director -North America of INTO USA (currently David Stremba), and the Chief Operating Officer -North America of INTO USA (currently Mary Jane Miller) and each individual that is a member of !UP as of a given time.

1.25 "INTO Shareholder" means Andrew Colin and any company, trust or other corporate entity owned or controlled by him (including without limitation Espalier Credit Limited) and Leeds Equity Partners and each of their respective Affiliates.

1.26 "INTO USA" means INTO USA, LLC, a Delaware limited liability company, and an Affiliate of !UP for purposes of this Agreement.

1.27 "IUP Group Company" means !UP, any Person of which !UP owns, directly or indirectly, eighty percent (80%) or more of the voting equity interests, INTO University Partnerships Limited and any Person of which INTO University Partnerships Limited owns, directly or indirectly, eighty percent (80%) or more of the voting equity interests.

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1.28 "IUP Staff' means employees and consultants of IUP and its Affiliates engaged in the performance ofIUP's obligations pursuant to this Agreement.

1.29 "IUP Schedule of Services" means the Marketing and Recruiting Services described in Section 2.5.1 and Schedule 2.5.1 attached hereto and the Operational Support Services described in Section 2.5.3 and Schedule 2.5.3 attached hereto.

1.30 "LLC Agreement" means the Limited Liability Company Agreement of even date herewith between INTO USA and the Foundation that governs the Company;

1.31 "Minimum Performance Criteria" means any of the following: (i) actual EBITDA of the Company in any applicable Fiscal Year being at least seventy-five percent (75%) of the forecast for such Fiscal Year in the Business Plan; (ii) actual enrollment in the INTO Mason Programs in any applicable Fiscal Year being at least seventy-five percent (75%) of those forecast for such Fiscal Year in the Business Plan; or (iii) actual EBITDA of the Company (excluding any non-ordinary course expenditures approved by the Board of Managers of the Company) in any applicable Fiscal Year being at least One Million Dollars ($1,000,000); provided, however, that beginning with the eleventh (11th) full Fiscal Year following the Effective Date, the amount referred to in clause (iii) shall increase by five percent (5%) per annum.

1.32 "Party" means each of the Company, IUP or University, as appropriate, and "Parties" means the Company, !UP and University, collectively.

1.33 "Person" means any individual, partnership, firm, corporation (whether or not for profit), limited liability company, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority, Educational Agency or other entity.

1.34 "Principals" means, in the case of !UP, the Chairman and Group Managing Director of INTO University Partnerships Limited (the controlling member of !UP), and the Managing Director - North America of INTO USA; and, in the case of University, the President, Senior Vice President and Provost of University.

1.35 "Professional Recruiter/Counselor(s)" means, individually and collectively, any professional recruiter/counselor engaged by !UP in connection with the provision of services to the Company or to University in connection with this Agreement.

1.36 "Prohibited Holder" means a Person that is determined by University in good faith, following completion of a due diligence process not to continue for more than forty-five ( 45) days following delivery by !UP to University of notice of the identity of such Person, to pose a significant financial, accreditation or reputational risk to the Company or to University, including, by way of example only and not by way of limitation, any Person: (i) that owns or controls businesses that are materially engaged in the alcohol, tobacco or firearm industries; provided, however, that no such Person shall be a Prohibited Holder if such Person has less than a five percent (5%) ownership interest in an entity that is a Prohibited Holder; (ii) that is owned, all or in part, by a foreign government or individual listed on the U.S. Department of State sponsors of terrorism list; or (iii) whose Principals or board members, Chairman, or Group Managing Director are convicted of, or have entered into any plea agreement, settlement

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agreement or other deferment of prosecution agreement with respect to, any violation of any applicable criminal United States federal law, state law or foreign law, or any rules or regulations related to any such laws of a nature such that the persons' association with the Company or University would pose a significant financial, accreditation or reputational risk to the Company or to University; provided, however, that no such Person shall be a Prohibited Holder if a replacement Principal, board member, Chairman or Group Managing Director of such Person is appointed within thirty (30) days after delivery by IUP to University of notice of the identity of such Person.

1.3 7 "Representatives" means, as to any Person, its directors, officers, managers, employees, members, partners, principals, Affiliates, agents and other representatives (including financial advisors, consultants, attorneys and aecountants advising any of the foregoing parties).

1.38 "Residential Building(s)" means the high quality residential building(s) identified in Schedule 1.38 attached hereto, as amended from time to time, that University will provide or make available pursuant to this Agreement, which are or are to comprise long-term residential accommodations for occupancy by certain Students enrolled in INTO Mason Programs and which will be comparable in all material respects to other high quality residential facilities offered to students matriculating at University.

1.39 "SACSCOC" means the Southern Association of Colleges and Schools -Commission on Colleges.

1.40 "Students" means individuals seeking enrollment in, or enrolled in, an INTO Mason Program.

1.41 "Successfully Completed" means, with respect to a Student enrolled in any INTO Mason Program, that such Student has met the required standards as determined by University in its sole discretion to achieve the corresponding progression to University undergraduate or graduate degree programs associated with such INTO Mason Program.

1.42 "Teaching/Administration Building(s)" means the high quality teaching and administration facilities identified in Schedule 1.42 attached hereto, as amended from time to time, including dining and residential space included in such facilities, that University will provide or make available consistent with the terms and conditions of this Agreement, which will comprise teaching facilities for the delivery of instruction and educational services to Students enrolled in the INTO Mason Programs and administration facilities for the operation of the INTO Mason Programs and which will be comparable in all material respects to other high quality teaching and administration facilities used in the delivery of services by University to students matriculating at University.

1.43 "University Award" means the official transcript issued by University for academic coursework (or the non-credit record for English Language Instruction coursework) completed during the INTO Mason Program.

1.44 "University Policies" means any and all applicable policies, procedures, processes, regulations, rules or other requirements of University, as may be in effect and amended, changed, modified or supplemented from time to time, that are adopted in good faith,

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are generally applicable to University as a whole, and which are either published by the University on its web site or of which written copies are provided to IUP.

1.45 "University Services" means the services set forth in Section 2.3 and such other services as University may provide pursuant to this Agreement.

1.46 "University Staff' means the employees, consultants and agents of University engaged in the performance of the University Services or delivery of the INTO Mason Programs.

ARTICLE 2 INTO MASON PROGRAM SERVICES

2.1 Exclusive Appointment and Existing Programs. University hereby appoints the Company as the sole and exclusive administrator of the INTO Mason Programs. University further hereby appoints the Company as the sole and exclusive provider to University of marketing and student recruitment services for the INTO Mason Programs.

2.2 Non-exclusive Appointment. University hereby appoints IUP as a non-exclusive provider to University of marketing and student recruitment services for Direct Entry Students. Nothing in this Agreement shall in any manner limit the right of University to engage in advertising, marketing or promotion of its undergraduate and graduate programs, or other non­credit-bearing programs which are not competitive with or likely to be confused with any INTO Mason Program, non-credit bearing English instruction and/or pathways programs for the progression of international students to undergraduate and graduate study at University as described in Section 2.1 above.

2.3 University Services.

2.3. l University shall provide the following services, which at all times will be: (i) provided in material compliance with, and subject to, state and federal laws and applicable regulations, policies and procedures of Governmental Authorities and Educational Agencies, the standards and policies of applicable Accrediting Bodies, and the general policies and procedures of University as in effect from time to time; and (ii) in cooperation and coordination with the Company and in accordance with the terms and conditions of this Agreement:

(a) create and develop, jointly with the Company and IUP, the INTO Mason Programs and other mainstream undergraduate and graduate degree programs at University that are relevant to international students, with the goal of ensuring that appropriate resources and courses at both the Company and University are available to provide a quality academic experience and to meet emolled Student needs and demand;

(b) provide the services of appropriate University Staff for the proper provision of University Services to deliver the INTO Mason Programs, to be fully integrated and managed on a day-to-day basis by the Company working in collaboration with University's leadership, and in compliance with the terms of this Agreement and all applicable University Policies;

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(c) provide University credit to each Student who completes INTO Mason Program coursework and is in compliance with all University Policies applicable to such Student;

( d) recognize credits earned by Students, in accordance with all University policies, in those courses designated by University as credit bearing;

( e) issue transcripts, or non-credit records, as appropriate, to all enrolled Students, upon request and in accordance with all University Policies;

(f) provide written notice to all Students who enroll in an INTO Mason Program of their admission as a non-degree seeking student of University and promptly issue the appropriate I-20 for each such Student who is otherwise qualified for such designation;

(g) provide Students with an appropriate program of orientation and introduction to University facilities and programs comparable to that provided to other University students enrolled in undergraduate and graduate programs;

(h) enroll Students who have Successfully Completed their INTO Mason Program studies, at progression standards established solely by University, into the appropriate University undergraduate or graduate degree program in the academic semester immediately following the academic semester in which the Student Successfully Completed his or her INTO Mason Program studies, inform the Company of each such enrollment and supply University registration documentation to each Student in accordance with University registration policies and procedures then in place;

(i) subject to payment of all applicable fees and compliance with all applicable policies, procedures, rules and regulations, provide Company personnel and Students enrolled in the INTO Mason Programs with appropriate access to University facilities and student services, including log-in accounts and University identification cards to access information technology, library, gymnasiums, clubs and other services comparable to, but in no way greater than, those provided to other University students or University personnel, as applicable;

(j) employ dedicated University Staff in certain admissions functions, more specifically at least one individual who will serve as a dedicated evaluator of applications for admissions to the INTO Mason Programs, with the salary and compensation costs of such University Staff and/or evaluator(s) to be fully reimbursed to University by the Company and to be fully integrated on a day-to-day basis by the Company with ultimate oversight by University and in accordance with the processes and provisions described in Schedule 2.3.1 attached hereto;

(k) respond to Student admissions inquiries received directly by University relating to INTO Mason Programs by coordinating such inquiries as agreed with the Company; and

(1) provide certain information technology services, as agreed upon by the Parties.

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2.3.2 University will (subject to compliance with laws and regulations of Governmental Authorities and Educational Agencies) be responsible for certifying to external bodies (including the DHS) the status of Students enrolled in the INTO Mason Programs, and will provide third party confirmation in connection with student visa applications and identifying University as the main location of study for Students as required on a case-by-case basis, all subject to compliance with applicable University Policies.

2.3 .3 University shall make, in its sole discretion and on a timely basis, the ultimate determinations with respect to all prospective Students' applications for admission and acceptance to the INTO Mason Programs. University shall provide each prospective Student at the time of the offer of admission to an INTO Mason Program a conditional offer of progression to an appropriate University undergraduate degree program or graduate degree program, subject to such Student having Successfully Completed the appropriate INTO Mason Program(s), at progression standards established solely by University. University hereby authorizes the Company to issue, on behalf of University, a letter (in a form previously approved in writing by University, with such approval not to be unreasonably withheld, conditioned or delayed) to each prospective Student approved by University at the point of the offer concerning the INTO Mason Program that confirms such conditional offer of progression. University will also provide such reasonable assistance and written confirmation as any Student and/or the Company may require in order to assist in confirming the status of such Student and in support of such Student's visa entry and immigration requirements. Credits earned by INTO Mason Program Students will be recognized by University, subject to compliance with all applicable University Policies.

2.3.4 The criteria for determination of whether or not a Student has Successfully Completed an INTO Mason Program shall be initially determined by University. University may require amendments to the criteria to be adjudged as having Successfully Completed an INTO Mason Program. Except as may otherwise be required by applicable laws, rules or regulations, University agrees it shall provide to the Company not less than three (3) months advance written notice of any such amendments and at all times ensure that any amendments are consistent with progression criteria used by institutions of higher education comparable with University. Any amendments made to the criteria for the determination of whether or not a Student has Successfully Completed an INTO Mason Program shall apply only to Students who have applied and been admitted after the date upon which the INTO Mason Program brochures are updated and published to reflect the amendments, which occurs each year on or about September 1.

2.3.5 Notwithstanding anything to the contrary in this Agreement, including this Section 2.3, University shall retain sole responsibility and authority over all academic issues relating to the delivery of INTO Mason Programs, including appointment of faculty, determination of course content, admissions criteria (including requirements that all students must be admitted in compliance with all requirements of U.S. laws and regulations), standards of academic progress, assessment and the award of all academic credentials.

2.3.6 Subject in all cases to Section 9.7, upon reasonable advance written request, University shall make available to !UP and the Company all data and other information, including the information set forth on Schedule 2.3.6 attached hereto, regarding Students and former Students (including both individuals who have Successfully Completed the INTO Mason Program and individuals who have not Successfully Completed the INTO Mason Program), in

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each case to which University has access (collectively, "Student Data"). IUP and the Company shall maintain and disclose Student Data only in accordance with all requirements of the Family Educational Rights and Privacy Act of 1974, as amended ("FERP A"), and all other applicable state and federal laws, to the same extent that such requirements are applicable to University. IUP and Company agree that all Student Data shall be maintained confidentially during and following the term of this Agreement, and shall not be divulged without the prior written consent of University, and then only in strict accordance with all requirements of FERP A and any other applicable federal or state law. Notwithstanding the foregoing, IUP and the Company may disclose aggregate Student Data in accordance with the requirements of FERP A. IUP and Company agree to maintain and store Student Data in a secure environment, and shall immediately notify University in the event of any breach or suspected breach in the security of Student Data. Company and IUP shall allow University to participate in the investigation of incidents relating to the release of Student Data and to exercise control over decisions regarding reporting of such incidents. !UP and Company agree to indemnify, defend, and hold harmless University and its Representatives for all damages, losses, costs, and expenses reasonably incurred by University or its Representatives related to any release or dissemination of information in violation of the requirements of FERP A or any other applicable federal or state law.

2.4 Company Services. The Company shall, subject to the terms and conditions set forth below, and in all cases in a manner consistent with applicable University academic regulations and policies, in accordance with the standards and policies of the Accrediting Body, and in accordance with all applicable laws, rules and regulations, in cooperation and coordination with University:

(a) develop, jointly with University, the INTO Mason Programs, with the goal of ensuring that appropriate resources and courses are available to provide a quality academic experience and to meet Student needs and demand;

(b) provide and supervise day-to-day administration of Student admissions to the INTO Mason Programs in accordance with the admission regulations, policies and procedures established by University from time to time; provided, however, that, notwithstanding anything else to the contrary contained in this Agreement, University shall at all times retain the sole, ultimate decision-making authority respecting the admission of Students into any INTO Mason Program;

( c) establish an appropriate management structure including the appointment of a center director who will be responsible for the day-to-day management and co-ordination of each Program;

( d) provide and administer support, mentoring and counseling for Students upon their arrival, during their enrollment in any INTO Mason Program and as reasonably required for as long as such Students are enrolled in an undergraduate or graduate degree program at University;

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( e) manage the delivery of English language courses currently delivered by University through its IEP subject to any applicable accreditation requirements and University Policies;

(f) provide day-to-day administrative and operational services supportive of the INTO Mason Programs;

(g) deliver the INTO Mason Programs at all times subject to and m accordance with the academic policies, procedures, oversight and direction of University;

(h) generally manage the day-to-day Student experience and the administration of the INTO Mason Programs;

(i) recruit Students for the INTO Mason Programs through IUP and its Affiliates, or using other such means as University and the Company agree in writing to pursue, subject to the limitations set forth in this Agreement;

G) invoice the Students for tuition, room and board, and all fees and other amounts due on account of any INTO Mason Programs including all University student fees and housing and dining charges.

2.5 IUP Marketing and Recruitment Services and Operational Support Services. IUP shall, subject to the terms and conditions set forth herein, in cooperation and coordination with University and the Company:

2.5. I Diligently and in good faith carry out the identification, marketing to and appropriate recruitment of Students and Direct Entry Students on behalf of the Company and University, respectively, through the IUP Staff and IUP's network of Professional Recruiter/Counselors and affiliated student recruitment offices or through such other means as IUP reasonably determines to be appropriate, subject to the terms of this Agreement as described in Schedule 2.5.1 attached hereto. IUP represents that it shall at all times in recruiting Students comply with all applicable legal requirements, such ethical practices and guidelines as the Parties may mutually agree, all applicable University Policies, and any applicable legal requirements as may be published by any Educational Agency or Governmental Authority. IUP shall ensure that each Professional Recruiter/Counselors adheres to the principles of good practice published by nationally recognized associations that govern international student recruitment, including NAFSA (Association of International Educators) and AIEA (Association of International Education Administrators), and AIRC (American International Recruitment Council). Subject to availability, IUP, the Company and University agree to collaborate on international marketing and development events to be held at the offices of IUP or its Affiliates. If so requested by University, IUP further agrees to terminate the engagement with respect to the INTO Mason Programs of any Professional Recruiter/Counselor engaged by it to assist in the marketing of such INTO Mason Programs in circumstances where the behavior or conduct of such Professional Recruiter/Counselor could reasonably be expected to have a material adverse effect on the brand or reputation of University.

2.5.2 University is relying upon the expertise and experience of IUP and its Affiliates in international recruiting and marketing, in providing services under this Agreement. In the event

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IUP subcontracts with any other persons or entities, other than an IUP Group Company or a Professional Recruiter/Counselor that is a part of IUP's network of recruiters, to provide the services that it is obligated to provide under this Agreement, the use of such subcontractors shall be subject to the approval of University (with such approval not to be unreasonably withheld, conditioned or delayed).

2.5.3 Provide the operational services to the Company described m Schedule 2.5.3 attached hereto and as otherwise agreed to in writing with the Company.

2.5.4 IUP shall carry out and perform all of its duties and obligations under this Agreement diligently, in good faith, and with reasonable skill and care.

2.6 General INTO Mason Program Operational Matters.

2.6. l The Parties agree that mutually acceptable policies and procedures will be established that will be designed to ensure that any Student registered in the INTO Mason Programs will not be a citizen of the United States, unless otherwise agreed, or a permanent resident thereof or younger than seventeen (17) years of age as of the date of enrollment in an INTO Mason Program.

2.6.2 The INTO Mason Programs shall be taught and all assessments of Student performance shall be carried out in the English language.

2.6.3 The Company agrees that the INTO Mason Programs shall be marketed as an International Student Center located on the campus of and working in cooperation with University. These marketing efforts will be conducted in accordance with such guidelines as University may reasonably provide to the Company in writing from time to time, including existing regulations and policies. The Company shall not market or otherwise hold out the Company as a school, college or other academic unit of University.

2.6.4 The Company may make use of, and have available for its use, such University services and University facilities as are reasonably necessary and appropriate for the conduct of the Company's business and affairs, subject to: (i) payment of Cost of Facilities and Cost of Program Delivery (including in each instance a component for overhead/indirect costs), (ii) availability and University's prior written approval, (iii) the terms of this Agreement, and (iv) such reasonable regulations and policies as University may prescribe in writing from time to time.

2.6.5 The Company shall establish mechanisms for handling Student affairs that are approved in writing by University, including academic appeals, discipline, and complaints pursuant to generally applicable regulations, policies and procedures as shall be prescribed in writing by University in good faith, and in accordance with all applicable accreditation requirements.

2.6.6 The Board of Directors of Company shall establish student recruitment projections for the INTO Mason Programs on an annual basis in connection with the Business Plan.

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2.7 Administrative and Incentive Fees.

2.7.1 The Company shall pay to IUP or a designated Affiliate of IUP: (i) a pro rata portion of an annual administrative fee of Two Hundred Fifty Thousand Dollars ($250,000) for the period beginning on the Effective Date and continuing through July 31, 2014, (ii) an annual administrative fee of Two Hundred Fifty Thousand Dollars ($250,000) for the Fiscal Year beginning August 1, 2014, (iii) an annual administrative fee of Two Hundred Sixty-Two Thousand Five Hundred Dollars ($262,500) for the Fiscal Year beginning August I, 2015, (iv) an annual administrative fee of Two Hundred Seventy-Five Thousand Six Hundred Twenty-Five Dollars ($275,625) for the Fiscal Year beginning August I, 2016, (v) an annual administrative fee of Two Hundred Eighty-Nine Thousand Four Hundred Six Dollars ($289,406) for the Fiscal Year beginning August 1, 2017 and (vi) an annual administrative fee of Three Hundred Three Thousand Eight Hundred Seventy-Seven Dollars ($303,877) for the Fiscal Year beginning August I, 2018. For each Fiscal Year beginning on or after August I, 2019, the Company shall pay to !UP or a designated Affiliate of !UP an annual administrative fee equal to the immediately preceding Fiscal Year's annual administrative fee increased by an amount of up to three percent (3%), as determined by the Board of Managers of the Company. The Company shall pay all annual incentive, administrative, and educational service fees on a quarterly basis no later than thirty (30) days following the end of each calendar quarter. The Company also agrees to pay !UP an annual Incentive Fee equal to five percent (5%) of the Company's adjusted net revenue, which shall be defined as the Company's gross revenue as determined by GAAP, less discounts, refunds and scholarships. The Company shall remit payment of the Incentive Fee no later than thirty (30) days following the close of each Fiscal Year.

2.7.2 The Company shall pay to University or a designated Affiliate of University: (i) a pro rata portion of an annual administrative fee of Two Hundred Fifty Thousand Dollars ($250,000) for the period beginning on the Effective Date and continuing through July 31, 2014, (ii) an annual administrative fee of Two Hundred Fifty Thousand Dollars ($250,000) for the Fiscal Year beginning August 1, 2014, (iii) an annual administrative fee of Two Hundred Sixty­Two Thousand Five Hundred Dollars ($262,500) for the Fiscal Year beginning August I, 2015, (iv) an annual administrative fee of Two Hundred Seventy-Five Thousand Six Hundred Twenty­Five Dollars ($275,625) for the Fiscal Year beginning August I, 2016, (v) an annual administrative fee of Two Hundred Eighty-Nine Thousand Four Hundred Six Dollars ($289,406) for the Fiscal Year beginning August I, 2017 and (vi) an annual administrative fee of Three Hundred Three Thousand Eight Hundred Seventy-Seven Dollars ($303,877) for the Fiscal Year beginning August I, 2018. For each Fiscal Year beginning on or after August I, 2019, the Company shall pay to University or a designated Affiliate of University an annual administrative fee equal to the immediately preceding Fiscal Year's annual administrative fee increased by an amount of up to three percent (3%), as determined by the Board of Managers of the Company. The Company shall pay all annual incentive fees on a quarterly basis no later than thirty (30) days following the end of each calendar quarter. The Company also agrees to pay to University an annual Educational Services Fee equal to one percent (1 %) of the Company's adjusted net revenue, which shall be defined as the Company's gross revenue as determined by GAAP, less discounts, refunds and scholarships. The Company shall remit payment of the Educational Services fee no later than thirty (30) days' following the close of each Fiscal Year.

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2.7.3 Tuition and Fees, and Room and Board Rate Increases. Initial INTO Mason Program tuition and fees shall be as set forth on Exhibit B to Schedule 4.1.3. Notwithstanding anything contained herein to the contrary and for the avoidance of doubt, the Board of Directors of the Company shall have the sole power and authority with respect to all decisions regarding tuition and fees relating to the INTO Mason Program but in no event shall such tuition and fees be less than the published then-current rate for a full-time instructional student attending University. The Company shall remit to University one hundred percent (100%) of all mandatory student fees (mandatory student charges used to support non-instructional activities) charged in excess of tuition, room and board received for student fees.

2.8 Maintenance of Accreditations and Licenses. The Parties have set forth the foregoing terms, conditions and responsibilities in the good faith belief that these terms, conditions and responsibilities comply with all legal and accreditation requirements generally applicable to University and specifically applicable to the INTO Mason Programs. If, at any time, University notifies the Company or IUP in writing that University has reasonably determined in good faith that the performance of any particular service by University, by the Company or by IUP violates any such legal or accreditation requirements, the Parties agree that they will modify such University, Company or IUP services (as applicable) promptly as necessary to comply with such legal and accreditation requirements; provided, however that such modification shall be structured so as to preserve to the greatest extent possible the existing commercial terms between the Parties, and the Parties shall endeavor in good faith to minimize any such modifications.

2.9 Good Faith, Reasonable Best Efforts; Non-Circumvention. The Parties recognize and acknowledge that the establishment and conduct of the INTO Mason Programs will require the parties to collaborate and work together to accomplish the goals of the INTO Mason Programs as set forth in this Agreement and the Business Plan. The Parties commit to work together in good faith and to use their reasonable best efforts in order to accomplish the goals of the INTO Mason Programs as set forth in this Agreement and the Business Plan, and the Parties agree they will not engage in any conduct or actions, or fail to act, in any marmer that frustrates or circumvents the purposes of this Agreement as set forth in the terms of this Agreement or the Business Plan. This Section 2.9 is a material term of this Agreement.

ARTICLE 3 INTELLECTUAL PROPERTY

3 .1 License Grants.

3.1.1 Company License Grant. The Company hereby grants a non-exclusive, royalty­free, non-transferable, worldwide license to IUP and University for the Term to use the Company's trademarks, trade names, service marks, service names, brand names, domain names, URLs or logos (each a "Company Mark" and collectively the "Company Marks") that are identified in Schedule 3.1.1 attached hereto and all other Intellectual Property owned by or licensed to the Company from time to time as may be necessary or appropriate for the purposes of the performance of IUP's and University's obligations under this Agreement and solely for such purposes. This license shall be irrevocable (subject to the requirements of Section 3.3 (Permitted Marmer of Use) prior to the termination of this Agreement as provided in Section 8.2.

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3.1.2 !UP License Grant. !UP hereby grants to the Company a non-exclusive, royalty­free, worldwide license for the Term to use the "INTO" trade name (the "IUP Mark") for purposes of the Company's name and branding. This license shall be irrevocable (subject to the requirements of Section 3.3 (Permitted Manner of Use) prior to the termination of this Agreement as provided in Section 8.2.

3.1.3 Universitv License Grant. University hereby grants a non-exclusive, royalty-free, non-transferable (except as provided in Section 11.12), worldwide license to the Company and !UP for the Term to use University trademarks, trade names, service marks, service names, brand names, domain names, URLs and logos (each, a "University Mark" and, collectively, the "University Marks", and together with the !UP Mark and the Company Marks, the "Marks") that are identified on Schedule 3.1.3 attached hereto, together with the right to sublicense such license to their Affiliates and to the Professional Recruiters/Counselors, in each case for such use thereof for the purposes (and solely for such purposes) of (i) the INTO Mason Programs and (ii) the performance of IUP's and the Company's obligations under this Agreement (as applicable). All use of University Marks shall be subject to Section 3.2, shall be in accordance with Section 3.4, and shall be in all cases subject to prior written approval by University (such approval not to be unreasonably withheld, conditioned or delayed). The Company and !UP agree to follow (and to cause the !UP Affiliates and the Professional Recruiters/Counselors to follow) such limitations and guidelines regarding use of the University Marks as set forth in Schedule 3.1.3, as amended from time to time and to cooperate fully (and to cause the !UP Affiliates and the Professional Recruiters/Counselors to cooperate fully) to stop or cause to be stopped any unauthorized use of the Marks.

3.2 Termination of License. Upon the termination of this Agreement or in the event that the Foundation ceases to be a Member (as defined in the LLC Agreement) of the Company pursuant to the LLC Agreement, the licenses in Section 3.1 shall terminate immediately. Upon termination of the license granted by University hereunder, the Company, !UP and any sublicensees hereunder shall cease all use of the University Marks and neither the Company, IUP nor any sublicensees shall identify itself or any newly formed entity that will carry on the business of providing pathway programs for progression of international students to undergraduate or graduate study at institutions of higher education as connected in any way to University or any of its Affiliates.

3.3 Permitted Manner of Use.

3.3.1 The licensees hereunder shall not use any of the Marks in any generic, descriptive or misleading manner or in any manner that is reasonably likely to diminish the goodwill associated with the Marks or tarnish the reputation of the owner of the Marks. The licensors hereunder represent and warrant that the Marks do not and will not violate any law or infringe or otherwise violate any rights of any third party.

3.3.2 The Company and !UP acknowledge that, as between the Company and University or !UP and University, as applicable, University is the owner of the University Marks (except to the extent the University Marks may incorporate the !UP Mark), and that, subject to the license granted herein, University retains all right, title, and interest in and to the University Marks. The Company and !UP agree that neither shall knowingly violate or otherwise do . anything that

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diminishes the rights of University in any University Mark or represent in any manner that the Company or !UP has acquired any ownership rights in any University Mark other than as licensee under the terms of the license granted in Section 3.1 above.

3.3.3 The Company acknowledges that, as between the Company and !UP, !UP is the owner of the !UP Mark, and that, subject to the license granted herein, !UP retains all right, title, and interest in and to the !UP Mark. The Company agrees that it shall not knowingly violate or otherwise do anything that diminishes the rights of !UP in the !UP Mark or represent in any manner that the Company has acquired any ownership rights in the !UP Mark other than as licensee under the terms of the license granted in Section 3.1 above.

3 .3 .4 The Company and !UP shall not (or permit, or purport to permit, another Person to) use, sell, offer for sale or distribute or disseminate any goods or services bearing a University Mark which would or are reasonably likely to damage the reputation or image of University or would conflict with or violate: (i) any applicable University Policies, or (ii) any of University's obligations to any third parties. The Company and !UP shall not (or permit, or purport to permit, another Person to) sell, offer for sale or distribute or disseminate any goods or services bearing a University Mark without University's prior written consent. Company and !UP acknowledge and agree that the use of any University Mark on any clothing or other consumer goods or products is not subject to the license granted in this Agreement, and such use must be the subject of another license agreement (or through another vendor with the right to license such University Marks, such as, for example, Collegiate Licensing Company.) In the event that University determines that the Company's or IUP's use of any of the University Marks fails to comply with the guidelines as set forth in Schedule 3.1.3 attached hereto (as such Schedule 3.1.3 may be amended from time to time), the Company or !UP, as applicable, shall, upon written notice of such violation from University, promptly correct such non-compliance; provided, however, in the event that University determines that such non-compliance poses a material threat to the validity of the University Marks or to the goodwill or reputation associated therewith, the Company or !UP, as applicable, shall, upon written notice from University, promptly refrain from any further sale, distribution or dissemination of any goods or services containing the non­complying uses.

3.3.5 The Company and !UP shall forward to University, for University's prior approval, lists of all types of goods and services with which the Company or !UP, as applicable, wishes to use any of the licensed University Marks, which approval shall not be unreasonably withheld, conditioned or delayed. In the case of goods, each Fiscal Year the Company or !UP shall forward to University free of charge representative specimens of such goods to which it wishes to apply any of the University Marks.

3.3.6 Nothing contained in this Agreement or any license granted pursuant to this Agreement shall affect the rights of University in any of its Intellectual Property, except as expressly stated to the contrary in this Agreement.

3.3.7 The Company or !UP, as applicable, shall promptly notify University of any threatened or suspected infringement of University's Intellectual Property of which the Company becomes aware, and of any written claim by any third party received by the Company or !UP that University's Intellectual Property infringes any rights of any other person, and the Company and

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IUP shall, at the request and expense of University, do all such things as may reasonably be required to assist University in any proceedings in relation to any such infringement or claim.

3.3.8 In no event shall the Company or IUP use any trademarks, trade names, service marks, service names, brand names, domain names, URLs or logos of SACSCOC. In no event shall the Company or IUP represent in any way as being accredited by SACSCOC.

3.4 Use of Marks in Print Materials and Advertising.

3.4.1 The Company and IUP shall not use licensed University Marks or other licensed University Intellectual Property in INTO Mason Program materials in a manner other than in a form or style already used or previously approved in writing by University, without University's prior written consent to such use, which consent shall not be unreasonably withheld, conditioned or delayed, provided that such new use complies with the guidelines as set forth on Schedule 3.1.3 attached hereto (as amended from time to time).

3.4.2 All advertising created by or on behalf of the Company or IUP using University's Marks shall identify University directly with the INTO Mason Programs and shall not advertise University with any of the Company's other projects except for any similar projects branded under the IUP Mark entered into by IUP with other colleges, universities or institutions of higher learning which may be marketed and promoted together, which such use of any of University's Marks has been pre-approved in writing by University.

3.4.3 University shall provide the Company and IUP with all necessary and relevant information regarding the undergraduate and graduate degree programs of University and promotional/marketing materials regarding University, and all additional information as the Company or IUP may reasonably request, for inclusion in or attachment to the information to be provided to Students by the Company or IUP; provided, however, that University shall not be required to produce new materials regarding such programs outside the ordinary course of the conduct of University's business. The Parties agree to work together and cooperate reasonably in coordinating all brochures and other publicity and marketing materials relating to the INTO Mason Programs in advance of production and distribution. The Parties agree that, in the promotion and marketing of the INTO Mason Programs, they will abide by all applicable laws, rules, regulations and good practices as prescribed by any applicable Educational Agency or Governmental Authority.

3.5 IEP License Grant. University hereby grants a non-exclusive, royalty-free, non-transferable (except as provided in Section 11.12), worldwide license to the Company for the Term to use University's IEP programs (the "IEP License"), to the extent reasonably necessary in connection with the delivery of the INTO Mason Programs as contemplated under this Agreement. This license shall be irrevocable prior to the expiration or termination of this Agreement as provided in Section 8.2.

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ARTICLE 4 COMPENSATION

4.1 Payment to University - University Services.

4. I. I In consideration for the provision of the University Services, the Company shall pay to University, in addition to the administrative fees, incentive fees, and educational services fees provided in Section 2.7.2, for the Cost of Program Delivery. In consideration for the provision of the Facilities Services described in Article 5 herein, the Company shall pay to University the Cost of Facilities.

4. I .2 As additional consideration for the prov1s10n of the University Services the Company shall collect from each Student emolled in an INTO Mason Program and living in Residential Buildings the applicable published room rates and from each Student utilizing a meal plan, food service charges at the applicable published rates for such rooms, and pay such amounts to University. Notwithstanding the foregoing, the Company may collect a premium, as set forth in the Business Plan or otherwise determined by the Board of Managers of the Company, from Students over and above University published rates.

4.1.3 For the purposes of this Agreement, University's initial Cost of Program Delivery and initial Cost of Facilities shall be as set forth in Schedule 4.1.3 attached hereto. Thereafter, subject to Section 4.1.4, the Cost of Program Delivery and Cost of Facilities shall be as determined by the Company's Board of Managers annually, effective on the corresponding commencement of University's fall term, beginning August 24 of each year (each, an "Academic Year"). The Cost of Program Delivery and the Cost of Facilities shall be determined by the Company's Board of Managers no later than the February 28th prior to such Academic Year; provided, however, that ifthe Company's Board of Managers is unable to reach agreement on University's Cost of Program Delivery or Cost of Facilities for an Academic Year in the time frame described above, the Parties will attempt to resolve such matter in the manner contemplated in Section 11.1 of this Agreement. Furthermore, University agrees that any increase to the Cost of Program Delivery or the Cost of Facilities shall not exceed the Threshold Amount, which "Threshold Amount" shall be defined as the greater of: (i) five percent (5%), or (ii) the percentage increase derived from measuring the CPI for the calendar month most closely preceding the month in which such Academic Year begins, and for which final, adjusted CPI figures are available as of the date of such agreement between the Parties, against the CPI for the same calendar month in the previous year. The term "CPI" means an amount equal to the Consumer Price Index - All Urban Consumers compiled and published by the Bureau of Labor Statistics and the Department of Labor for the United States of America.

4.1.4 Notwithstanding anything in this Agreement to the contrary, for so long as the Residential Building(s) and the Teaching/Administrative Building(s) remain those buildings originally listed on Schedule 1.38 and Schedule 1.42, respectively, at the date this Agreement was signed by the Parties, then in no event shall the Cost of Facilities paid by the Company to the University in any Academic Year pursuant to Section 4.1.3 be an amount less than the Actual Operating and Financial Cost of those facilities.

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4.1.5 If and to the extent that the University causes the Residential Building(s) and the Teaching/Administrative Building(s) to cease at any time to be those buildings originally listed on Schedule 1.38 and Schedule 1.42, respectively, at the date this Agreement was signed by the Parties, then the Cost of Facilities paid by the Company to the University in any applicable Academic Year pursuant to Section 4.1.3 shall be instead a reasonable rental payment per annum for the facilities actually used, to be agreed between University and the Company or failing such agreement determined in accordance with the Dispute Resolution Mechanism under Section 11 of this Agreement). Notwithstanding the foregoing sentence, however, in the event that the Residential Building( s) and the Teaching/ Administration Building( s) cease to be used for purposes of the INTO Mason Program for a period of time necessary to repair or replace such buildings due to casualty, fire, or other damage, University shall provide suitable and adequate alternative space (the "Alternative Space") for the INTO Mason Program during such period of time, and the amount of payment for Cost of Facilities shall not be adjusted, reduced, or replaced as a result of such temporary use of alternative space during repair or replacement unless the INTO Mason Program is utilizing the Alternative Space for a period of more than twelve (12) months, in which case the Cost of Facilities thereafter shall be adjusted based on the size and quality of the Alternative Space, as determined by the Company and University in good faith.

4.1.6 From time to time, but no more than once per Academic Year, the Company, its agents, auditors and representatives, shall have the right to conduct a Cost of Facilities Review, as hereinafter defined, at Company's sole cost and expense (including, without limitation, photocopy and delivery charges), upon no less than fifteen (15) Business Days' prior written notice to University. "Cost of Facilities Review" means a review (according to GAAP) of all of University's books, records and other documents relating to the renovation, financial and operating costs payable by Company hereunder for the most recently completed Academic Year for the use of University Facilities (as defined herein). University shall cooperate with Company and make all documents available for copying/inspection to the Company in a timely manner so the Company may conduct this audit. If a Cost of Facilities Review reflects a reimbursement owing to the Company by University, and if University disagrees with the results of the Cost of Facilities Review, then the Company and the University shall jointly appoint a third party auditor not affiliated with the Parties to conduct a review (an "Independent Review") with same access rights to documentation as Company above. Costs for this Independent Review shall be split equally by Company and University. If, following completion of the Independent Review, the Company and University disagree with respect to any reimbursement owing to the Company by University, then such dispute shall be resolved pursuant to the Dispute Resolution Mechanism under Section 11 of this Agreement.

4. 1. 7 Reserves.

a) Set forth on Appendix 1 are the initial capital reserve requirements (the "Capital Reserve Requirements") for the capital repair and replacement projects (and the estimated costs and schedules of completion thereof) that will be required to be completed in order to maintain the Teaching/Administration Building(s) in a condition that is in accordance with reasonable University standards (including repair and replacement of roof, network systems, classroom technology, and HVAC systems) (the "Capital Repair Projects"). Approximately every five (5) years, University shall procure an independent study of the Capital Reserve Requirements (including the scope and timing of all Capital Repair Projects) for the

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Teaching/Administration Building(s) and University shall provide the Company with a copy of such study promptly following completion thereof. For a period of sixty (60) days thereafter, the Parties may amend the Capital Reserve Requirements and the scope and timing of the Capital Repair Projects in order to maintain the Teaching/Administration Building(s) in such condition.

b) Within sixty ( 60) days after the end of each calendar quarter during the term of this Agreement, the Company shall deposit an amount equal to one-quarter of the annual Capital Reserve Requirements (as may be amended from time to time in accordance with Section 4.l.7(a) for the year in which such calendar quarter falls into a segregated bank account (the "Reserve Account") established and maintained solely for the purpose of holding reserves to be used by University in connection with the completion of the Capital Repair Projects. The amounts so deposited, including all interest earned thereon, shall be continually maintained in the Reserve Account. University may use the funds held in the Reserve Account solely in connection with the completion of the Capital Repair Projects in accordance with the schedule for completion of such Capital Repair Projects set forth on Appendix 1. Furthermore, University shall complete the Capital Repair Projects at such time and in such manner as to minimize disruption to the Company, its operations and its Students.

4.2 Payment to IUP.

4.2. l University will pay IUP the fees as set forth in Schedule 4.2.1 attached hereto.

4.2.2 The Company will pay IUP compensation for marketing and recruiting Students and Direct Entry Students as set forth on Schedule 4.2.2 attached hereto.

4.3 Payment to the Company for Scholarships. University agrees that it shall pay to the Company the following amounts in order to fund scholarships from the Company for INTO Mason Programs and, if otherwise agreed by the Company's Board of Managers, to support specific additional or supplementary marketing activities in the best interests of the Company, to be paid no later than the fourth ( 4'h) week following the commencement of classes each semester, an amount equal to: (a) the total number of Students who Successfully Completed the INTO Mason Programs and currently attend University as undergraduate students multiplied by six percent (6%) of the then-current Base Tuition for an undergraduate student for each semester plus (b) the total number of Students who Successfully Completed the INTO Mason Programs and currently attend University as graduate students multiplied by six percent (6%) of the then­current Base Tuition for a graduate student for each semester. In the first three (3) years following the Effective Date of this Agreement, the fees set forth in this Section 4.3 to be paid by University to the Company and that are related to INTO Mason Program Students shall only apply to those Students over and above the minimum threshold of one hundred (100) students.

4.4 Suspension Rights on Company Note. The Parties acknowledge and agree that the Company and INTO USA have entered into that certain Revolving Credit Note, a copy of which is attached to the LLC Agreement (the "Company Note"), pursuant to which INTO USA (the "Lender") has agreed to make certain loan advances to the Company (each referred to as an "Advance" and collectively as the "Advances") on and subject to the terms and conditions set forth in the Company Note up to an aggregate principal amount of Eight Million Five Hundred Thousand Dollars ($8,500,000) for the purposes of (a) meeting the Company's working capital

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needs for its operations and (b) funding the renovation and construction work to be performed on that certain buildings located at 4352 Mason Pond Drive, Fairfax, Virginia. The Parties further acknowledge and agree that in the event the Lender does not remit to the Company the full amount of any requested Advance within the guidelines and time frame set forth in the Company Note (a "Delinquent Advance"), the obligations of the Company and University to make any payments of any amount to IUP under this Agreement shall be suspended until such time as any such Delinquent Advance has been fully paid to the Company.

5.1 Provision of Facilities.

ARTICLE 5 FACILITIES

5.1.1 The Parties agree that the provision of appropriate high quality facilities for both the instructional and the residential use of Students enrolled in the INTO Mason Programs is essential to the success of the INTO Mason Programs. As soon as reasonably practicable prior to the Commencement Date, the Company will provide University with reasonably accurate Student enrollment projections and related data, and University shall (on and with effect from the Commencement Date or in the case of facilities reasonably required by Company Staff with effect from the Effective Date):

(a) make available the Teaching/ Administration Building( s ), for the delivery of the INTO Mason Programs and the use (as reasonably necessary) of University Staff or, as appropriate, Company Staff engaged in delivering the INTO Mason Programs or providing services in connection with the INTO Mason Programs;

(b) make available suitable space within the Residential Building(s) for the use of the Students enrolled in the undergraduate INTO Mason Pathways Programs at those rates set by University, and for those Students enrolled in other INTO Mason Programs, University will provide space within the Residential Building(s) only if there is availability and at those rates set by University, provided, however, that nothing contained herein shall prohibit the Company from charging a surcharge or markup to Students over and above the rates set by University for housing;

( c) enter into a license with the Company in a form to be agreed (both parties acting reasonably) in respect of the office space within the Teaching/Administration Building; and

( d) ensure that all facilities used in connection with the INTO Mason Programs, including the Teaching/ Administration Building and the Residential Buildings, are located on University's main Fairfax campus (or located within a one mile radius of such campus for a period not to exceed one (I) year) and that the Teaching/Administration Building is located primarily in a single location on University's main Fairfax campus.

5.1.2 University hereby undertakes that it will, prior to the Commencement Date, undertake and complete renovation and alteration works on the Teaching/Administration Building (including renovations to the residential and dining areas included in the Teaching/ Administration Building), and purchase necessary furniture, fixtures, and equipment,

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as provided on the attached Appendix 2 (the "Refurbishments") in accordance with the budget, specification and schedule agreed with the Company and attached as Appendix 2. Of the total amount budgeted, as specified on Appendix 2, to cover the cost of the Refurbishments, University shall pay $I ,500,000, and the Company shall reimburse the University for the remaining costs, up to the maximum amount budgeted for the Refurbishments, no later than the later of December 31, 2014 or completion of the Refurbishments; provided, that:

a) if the Refurbishments can be reasonably procured and delivered for an amount less than the amount specified on Appendix 2, then Company's obligations to reimburse University shall be commensurately reduced;

b) if at any time the Residential Building(s) and the Teaching/Administrative Building(s) listed on Schedule 1.38 and Schedule 1.42, respectively, shall for any reason cease to be available for delivery of the INTO Mason Programs (except for a reasonable period of time for repair or replacement following damage, loss, or casualty, not to exceed twelve (12) months), then the sum paid by the Company to University for such Refurbishments shall be repaid to it less the amount of $440,000 for each Fiscal Year prior to such relocation that the Company has occupied the original Residential Building(s) and the Teaching/Administrative Building(s) listed on Schedule 1.38 and Schedule 1.42, respectively, at the date hereof;

c) any additional renovation or alteration works made by University to the Teaching/ Administration Building in addition to the Refurbishments shall be subject to the approval of Company; and

d) in the event that the Company purchases any of the furniture, fixtures, or equipment that are part of the Refurbishments, Company shall reduce the amount reimbursed to the University by the amount spent by Company for such furniture, fixtures, and equipment, and Company agrees that such furniture, fixtures and equipment purchased by Company shall be the property of the Company. University may repurchase from the Company all furniture, fixtures and equipment at a price equal to the unamortized cost of such furniture, fixtures and equipment as such amount is reflected in the financial statements or tax returns of the Company. For purposes of this Agreement, all furniture, fixtures and equipment (including IT and AV equipment) shall be amortized over a five (5) year term starting on the Commencement Date.

5.1.3 From time to time upon reasonable notice, the Company, its agents and representatives shall have the right to conduct a review of the Refurbishments, including, but not limited to, the review of documentation related to these works such as the budget, technical construction drawings and furniture/equipment specifications and to conduct physical inspection(s) of the University Facilities. The Company shall also have the right to inspect the books and records of University relating to the Refurbishments to ensure conformity with Appendix 2 and audit the associated costs of such works.

5.1.4 Should for any reason all or any part of the Teaching/Administration Building(s) and/or the Residential Building(s) at any time cease to be available for delivery of INTO Mason Programs and occupation by Students, University will promptly provide or make available for use such alternative teaching and residential accommodations at University, of a standard materially equivalent to those that ceased to be available. University will provide as much notice

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to the Company of any such potential relocation as is reasonably practicable with such notice being no less than twelve (12) months prior to relocation of the Company. During the relocation, University will work in good faith with the Company to minimize any associated disruption or detriment to the Company and Students enrolled on the INTO Programs.

5.2 Responsibility for the Facilities. University shall be responsible for providing or otherwise making available for delivery of the INTO Mason Programs such services and paying all charges attendant upon proper operation and maintenance of the Teaching/ Administration Buildings and the Residential Buildings as more fully described in Schedule 4.1.3 attached hereto. Any facilities owned by University utilized in the performance of tills Agreement shall remain the sole property of University. The Company and IUP agree that neither of them, nor any of their Affiliates, shall take any actions, enter into any agreements, documents or instruments, or make any covenants, representations or warranties that would in any manner or way impair University's interests in any of University's facilities, including, without limitation, any of the Teaching/Administration Building(s) and/or Residential Building(s) (collectively, the "University Facilities"), or in any way create or impose any charge, encumbrance, lien or other interest of any kind or nature in, on or against any of the University Facilities.

5.3 The Company shall pay University the amounts set forth in Section 4.1.3 and on Schedule 4.1.3.

5.4 The Company and University will from time to time in good faith review the adequacy of the Teaching/Administration Building(s). At a time to be mutually agreed, in good faith, by the Company and University, University agrees that it shall take such measures as are necessary to secure the availability of replacement or additional high-quality facilities as reasonably determined by the Company and University which are appropriate and necessary for the delivery of the INTO Mason Programs and the accommodation of Students, in accordance with the Business Plan. During the Term, University reserves the right, from time to time, to assign or reassign space on University campus assigned for the INTO Mason Programs to maximize efficiency and effectiveness of the Company and University as a whole; provided, however, that, during the Term, University agrees to dedicate the building currently utilized as The Mason Inn at the inception of this Agreement to the INTO Mason Program. Notwithstanding anything in this Agreement to the contrary, the Parties agree that nothing herein shall obligate the University to use any of its facilities or buildings in any way which would impair the tax-exempt status of such facilities or buildings.

5. 5 If requested by a Party, the Parties agree to discuss in good faith the possibility of entering into a lease agreement pursuant to which the Company shall lease from University that certain building located at 4352 Mason Pond Drive, Fairfax, Virginia 22030, on terms that are mutually agreeable to the Company and University.

5.6 The Company shall have the right to install exterior and interior signage on the Teaching/Administration Building(s). Company and University shall work together to design mutually acceptable signage. Exterior and interior signage manufacturing and installation costs have been included in the Refurbishment budget set forth on Appendix 2.

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ARTICLE 6 EMPLOYEES

6.1 University Staff. It is anticipated that all faculty and teaching staff shall be employed by University. University shall ensure that the University Staff, who will be engaged in teaching INTO Mason Programs, shall meet all requirements generally established by University, including applicable accreditation requirements. University shall use reasonable efforts to ensure that the University Staff have the qualifications, skills and experience necessary to carry out and perform the obligations and duties of University under this Agreement and to deliver the INTO Mason Programs. University will be responsible for employing or engaging and where necessary terminating (subject to all University, state, and federal policies, regulations, and practices) the employment or engagement of all University Staff it considers reasonably necessary for the accomplishment of the services and for the performance by University of its obligations hereunder, including all costs, recruitment costs and fees, awards, expenses, compensation, emoluments and other liabilities associated with such University Staff; provided, that notwithstanding the foregoing, the Company shall reimburse University for the wage and benefit expense for all University Staff dedicated to the INTO Mason Programs; provided, however, that any University Staff who are not dedicated full-time to the INTO Mason Programs must be approved in writing in advance by the Center Director of the Company, which approval shall not be unreasonably conditioned, delayed or withheld. University shall invoice the Company quarterly, and the Company shall remit full payment without setoff to University within thirty (30) days of receipt of an invoice.

6.1.1 Responsibility for University Staff. University will be responsible for employing or engaging and where necessary taking employment actions up to and including terminating (subject to all University, state, and federal policies, regulations, and practices) the employment or engagement of all University Staff it considers reasonably necessary for the accomplishment of the services and for the performance by University of its obligations hereunder, including all costs, recruitment costs and fees, awards, expenses, compensation, emoluments and other liabilities associated with such University Staff. University shall have the sole authority and discretion to take any employment action, up to and including termination, against University Staff engaged in the INTO Mason Programs but shall in all cases consult with the Company on such matters and, in such instances in which it is practicable to do so, consult with the Company prior to taking any such action.

6.2 Responsibility for Company Staff. The Company will be responsible for employing or engaging all Company Staff members necessary for carrying on the Company's business, and where appropriate terminating any such employment or engagement, including all costs, recruitment costs and fees,· awards, expenses, compensation, emoluments and other liabilities associated with such Company Staff members. The Company shall have the authority to take any employment action against, up to and including termination, against Company Staff who are solely employed by the Company; provided, however, the Company agrees to consult with University leadership prior to taking any such employment action. The Company shall use commercially reasonable efforts to ensure that the Company Staff has the qualifications, skills, and experience necessary to carry out and perform the obligations and duties of the Company under this Agreement and to deliver the INTO Mason Programs.

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6.3 Records Relating to Company Staff. The Company shall maintain adequate records of all Company Staff members, including detailed, verified and updated information about the qualifications of all Company Staff members involved in the delivery of INTO Mason Programs.

6.4 IUP Employees and Professional Recruiter/Counselor. IUP or its Affiliates will be responsible for employing or engaging all employees and Professional Recruiter/Counselor(s) that IUP considers reasonably necessary for the performance by IUP of its obligations hereunder, and where necessary terminating any such employment or engagement, including all costs, recruitment and termination costs and fees, awards, expenses, compensation, emoluments and other liabilities associated with such employees and Professional Recruiter/Counselor( s ).

6.4.1 Qualifications. IUP shall use its reasonable efforts to ensure that the IUP Staff and its Professional Recruiter/Counselors have the qualifications, skills and experience necessary to carry out and perform the obligations and duties of IUP hereunder.

6.4.2 Conduct and Supervision of Employees. IUP shall ensure that IUP Staff carry out their responsibilities with all due skill, care and diligence as the Company is entitled to expect from a skilled and experienced person carrying out such duties.

6.4.3 Management of Professional Recruiter/Counselor(s). IUP or its Affiliates shall be responsible for the selection of IUP's Professional Recruiter/Counselors and shall reasonably monitor their performance in recruiting Students. IUP shall, if so requested by the Company or University, supply such information as may be reasonably requested by the Company or University regarding any Professional Recruiter/Counselor's terms of appointment, and the Company and University, as applicable, shall be entitled to make representations and suggestions about such terms which IUP shall in good faith consider (but shall not be obliged to implement). Should IUP become aware that any Professional Recruiter/Counselor is misusing any of the Marks licensed hereunder, is misrepresenting the Company or University, is engaged in any fraudulent behavior relating to the INTO Mason Programs, or is otherwise damaging the reputation of the Company or University, IUP shall, at its own cost and expense and as soon as practicable, take such reasonable steps as are within its power and available under applicable law to cause such Professional Recruiter/Counselor to cease such action and take reasonable steps to correct or ameliorate such actions, if feasible. The Company and University, however, acknowledge and agree that IUP shall not be otherwise responsible for or liable for the acts or omissions of any Professional Recruiter/Counselor.

6.4.4 Development and Training Responsibilities. IUP shall be responsible for the induction, development and training ofIUP Staff and any Professional Recruiter/Counselor.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1 University Representations. University represents and warrants as follows:

(a) University is a state institution of higher education validly existing under the laws of the Commonwealth of Virginia and has full power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder;

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(b) this Agreement has been duly authorized, executed and delivered by University and constitutes the valid and binding obligation of University, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally;

( c) the execution, delivery and performance by University of this Agreement does not conflict with, violate, cause a breach of or constitute a default under any material agreement, contract, instrument, order, judgment, decree, law, rule or regulation to which University is a party or is subject, except such agreements, contracts and instruments, if any, under which all waivers, consents and approvals that are necessary or required in order to prevent such conflict, violation or breach have been duly and validly obtained by University; and

( d) the hotel management agreement with respect to that certain building located at 4352 Mason Pond Drive, Fairfax, Virginia will terminate in its entirety on or before June 17, 2014.

7 .2 IUP Representations. IUP represents and warrants as follows:

(a) IUP is a company duly organized, validly existing and in good standing under the laws of England and Wales and has full power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder;

(b) this Agreement has been duly authorized, executed and delivered by IUP and constitutes the valid and binding obligation ofIUP, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally, by equitable limitations on the availability of specific remedies and by principles of equity; and

( c) the execution, delivery and performance by IUP of this Agreement does not and shall not conflict with, violate, cause a breach of or constitute a default under any material agreement, contract, instrument, order, judgment, decree, law, rule or regulation to which !UP is a party or is subject, except such agreements, contracts and instruments, if any, under which all waivers, consents and approvals that are necessary or required in order to prevent such conflict, violation or breach have been duly and validly obtained IUP.

7.3 Company Representations. The Company represents and warrants as follows:

(a) the Company is a limited liability company duly organized, validly existing and in good standing under the laws of the Commonwealth of Virginia and has full power, authority and legal capacity to execute and deliver this Agreement and to perform its obligations hereunder;

(b) this Agreement has been duly authorized, executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the

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enforcement of creditors' rights generally, by equitable limitations on the availability of specific remedies and by principles of equity; and

( c) the execution, delivery and performance by the Company of this Agreement does not and shall not conflict with, violate, cause a breach of or constitute a default under any material agreement, contract, instrument, order, judgment, decree, law, rule or regulation to which the Company is a party or is subject, except such agreements, contracts and instruments, if any, under which all waivers, consents and approvals that are necessary or required in order to prevent such conflict, violation or breach have been duly and validly obtained by the Company.

ARTICLE 8 TERM AND TERMINATION

8.1 Term. This Agreement shall be effective as of the Effective Date and shall continue in full force and effect until February 24, 2044, unless terminated earlier or extended as set forth below (the "Term").

8.2 Termination. Without prejudice to any other rights or remedies which the Parties may have, this Agreement will terminate automatically, without any further action by any of the Parties, immediately upon any termination of the LLC Agreement. In addition, this Agreement may be terminated by any Party (in such case, the "Terminating Party"), without liability by the Terminating Party to the other Parties, immediately (except as set forth in Section 8.2(e)) upon giving notice to the other Parties in the event that any of the following events has occurred:

(a) a Party (other than the Terminating Party) becomes insolvent or is unable to pay its debts as they become due;

(b) a Party (other than the Terminating Party) demonstrates a material adverse financial position where insolvency is unavoidable or a Party cannot perform all or a substantial part of its obligations as a result, other than, in each case, as a result of a fire, flood, explosion, accident, storm, earthquake, war, riot, act of God, act of terrorism, disease, epidemic or pandemic;

( c) if any Party (other than the Terminating Party) breaches a material term of this Agreement and refuses to rectify or desist from such breach within a reasonable time following a written request by another Party; provided, however, that prior to termination pursuant to this Section 8.2(c), the Parties must have followed the dispute resolution provisions contained in Article 11 of this Agreement;

(d) a Party (other than University) is acting or conducting business in a manner which is inconsistent with University's established educational mission or in a manner which would materially prejudice another Parties' brand or reputation and has not ceased the activity, where capable of remedy, to the reasonable satisfaction of the non-defaulting Party;

( e) any of the Principals of another Party engage in fraud; conduct involving moral turpitude; or Unethical Conduct (as defined below), criminal or illegal conduct or business practices that would adversely affect the business or reputation of the Party asserting its

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termination rights under this Section 8.2( e ), and where termination in such circumstances is reasonable; provided, that the right of termination under this Section 8.2(e) may not be exercised by a Party (i) until thirty (30) days after such other Party becomes aware of such fraud, conduct or business practices and (ii) if, prior to the expiration of such thirty (30) day period, such Principal ceases to be a Principal of such other Party;

(f) there is any regulatory or legislative change that is not reasonably avoidable, or a loss of accreditation, which would prohibit or materially adversely impact the ability of any Party's performance under this Agreement;

(g) there has been a failure to meet any Minimum Performance Criteria and a Party terminates the Agreement as provided in Section 8.3;

(h) during any time in which the equity securities of IUP (or any successor entity to !UP or parent undertaking of IUP) are not listed on a public securities exchange, a Change of Control to a Prohibited Holder occurs without University's prior written consent; and in such an event, the Parties agree that: (i) University may terminate this Agreement without the need to follow any dispute or mediation process related to such termination, including the dispute resolution provisions set forth in Section 11.1 of this Agreement, and (ii) notwithstanding anything in this Agreement to the contrary, University's sole remedy following such Change of Control shall be to exercise its right of termination set forth in this Section 8.2(h) and IUP shall have no liability to University as a result of such Change of Control other than those liabilities that !UP has incurred prior to the occurrence of such Change of Control; or

(i) during any time in which the equity securities of !UP (or any successor entity to !UP or parent undertaking of IUP) are listed on a public securities exchange, if a Person acquires direct ownership, including through any Affiliate, of greater than 50% of such listed entity, and University believes that such Person is an Adverse Owner, it shall notify IUP within ninety (90) days of such acquisition. Following such notice, University and !UP shall enter into a period of 90 days (the "Cure Period") during which University and !UP shall confer regarding such acquisition. If University reasonably determines, acting in good faith, that such Person constitutes an Adverse Owner, and the condition that would cause such Person to be an Adverse Owner has not been cured, upon the expiration of the Cure Period University may terminate this Agreement without the need to follow any dispute or mediation process related to such termination, including the dispute resolution provisions set forth in Section 11.1 of this Agreement, and University's sole remedy following such acquisition shall be to exercise its right of termination set forth in this Section 8.2(i), and !UP shall have no liability to University as a result of such acquisition other than those liabilities that IUP has incurred prior to the occurrence of such acquisition; or

(j) failure of the Company to pay to University the amounts required to be paid in Section 4.1.4; in such event, the Parties agree that this Agreement may be terminated by University without the need to follow any dispute or mediation process related to such termination, including the dispute resolution provisions set forth in Section 11.1 of this Agreement. As used in Section 8.2(e), the term "Unethical Conduct" means activity or behavior that a reasonable person would view as dishonest or corrupt or involving malfeasance.

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8.3 Failure to Meet Performance Criteria. This Agreement may be terminated in connection with a failure by the Company to meet Minimum Performance Criteria upon the completion of the procedure and actions set forth below.

8.3.l Special Meeting. Any Party (such Party, the "Notice Party") may convene a special meeting of the Parties (the "Special Meeting") by delivering to the other Parties (such other Parties, the "Receiving Parties") a notice (the "Special Meeting Notice") in accordance with Section 8.3.2 not less than sixty (60) Business Days' prior to the date of the Special Meeting, if:

(a) In any Fiscal Year ending on or after July 31, 2025, the Company fails to meet (or is clearly going to fail to meet, given the then-current forecasts prepared by the Company) any one of the Minimum Performance Criteria for such Fiscal Year (the "Current Fiscal Year"); and

(b) Either:

(1) the average of (i) actual EBITA of the Company for the Current Fiscal Year and (ii) the actual EBIT A of the Company for the Fiscal Year immediately preceding the Current Fiscal Year ("Previous Fiscal Year"); OR

(2) the average of (i) actual enrollment in the INTO Mason Programs for the Current Fiscal Year and (ii) the actual enrollment in the INTO Mason Programs for the Previous Fiscal Year

do not meet the Minimum Performance Criteria.

8.3.2 Notice of the Special Meeting. The Special Meeting Notice shall include:

(a) Details of the Minimum Performance Criteria compared to actual (or forecast) results for the Current Fiscal Year;

(b) Details of the Minimum Performance Criteria compared to actual (or forecast) results for the Previous Fiscal Year;

( c) A description of the basis on which the minimum targets have not been met (or are not forecasted to be met); and

( d) A description of the measures that the Notice Party recommends be implemented to improve the performance of the Company.

A Special Meeting Notice may be given no later than thirty (30) days after the date on which the financial statements of the Company for the Current Fiscal Year have been approved by the Board of Managers of the Company.

8.3.3 Not less than ten (10) days before the date of the Special Meeting, the Receiving Parties shall notify the Notice Party in writing of any measures which either considers appropriate to improve the performance of the Company.

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8.3.4 Improvement Period. During the Special Meeting, all of the Parties shall propose and discuss the procedures to improve the performance of the Company (the "Remedial Performance Measures") such that the Minimum Performance Criteria could reasonably be expected to be met by the Company for the next Fiscal Year immediately following the Current Fiscal Year (the "Improvement Period"). The Parties shall determine in good faith which (if any) of the Remedial Performance Measures should be implemented by the Company and the Company shall ensure that such Remedial Performance Measures are implemented as soon as reasonably practicable.

8.3.5 Termination Procedures Following the Improvement Period. In the event that the Company or !UP fails to meet the Minimum Performance Criteria by the end of the next full Fiscal Year of the Improvement Period, then the Notice Party may, by delivery of written notice to the Receiving Parties and the Company, elect to terminate this Agreement, which termination shall be effective immediately; provided, however, that if either of the Receiving Parties objects to the termination of this Agreement, the Parties shall follow the dispute resolution procedures set forth in Section 11.1 of this Agreement.

8.4 Change of Control Procedures. !UP shall, no event later than sixty (60) days prior to the expected date of a Change of Control, notify University that a Change of Control may occur and the identity (together with such detail as a reasonable Person would deem relevant, and with such information necessary for University to conduct a due diligence investigation of such Person, including all appropriate financial information and records of any such Person) of any Person who would hold more than fifty percent (50%) of the combined voting power ofIUP or the contractual power or right to direct or cause the direction of the management and policies of !UP following the proposed Change of Control. University may object to such proposed Change of Control within forty-five ( 45) days of receipt of such notice (the "Change Notice Period") by delivering, in writing, notice to !UP that such Change of Control will result in a Prohibited Holder beneficially owning more than fifty percent (50%) of the beneficial interests of IUP or the contractual power or right to direct or cause the direction of the management and policies of !UP and the basis for such determination. If University notifies !UP in writing that University has determined that a Person is not a Prohibited Holder, following the expiration of the Change Notice Period University shall be bound by such determination. If University has not objected to the Change of Control within the Change Notice Period, it shall be deemed to have consented to the Change of Control. In all instances, University's consent hereunder shall not be unreasonably withheld, conditioned or delayed.

8.5 Termination for Convenience.

8.5.1 At any time after August I, 2024, University may terminate this Agreement for convenience and without cause by: (i) providing written notice to IUP and the Company at least one hundred eighty (J 80) days prior to the effective date of termination and (ii) upon the effective date of termination, remitting a financial penalty to IUP based on a buyout of the residual period of this Agreement as calculated in the formula provided on Schedule 8.5.1 attached hereto. In such an event, both University and IUP agree to abide by the Non­So!icitation of Employees provisions in Section 9.4 for a period of seven (7) years following the effective date of termination. In addition, University agrees that for a period of seven (7) years following the effective date of termination, it shall not, without the prior written consent of IUP

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(which shall be given in IUP's sole discretion), hire for employment or otherwise directly or indirectly retain the services of any Professional Recruiter/Counselors who, during the term of this Agreement: (i) placed Students for matriculation into the INTO Mason Programs, (ii) placed Direct Entry Students for matriculation into University, or (iii) toured University or met with University Staff through the efforts or arrangements ofIUP or Company Staff.

8.6 Effect of Termination. Any termination of this Agreement will not absolve any Party of its obligations to comply fully with the terms and conditions of this Agreement prior to the date of such termination and shall be without prejudice to the rights and remedies of any Party against the other Party which may have accrued up to such date of termination. Upon termination of this Agreement for any reason:

immediately immediately programs;

payable;

(a) cease cease

(b)

other than as contemplated below in this Section 8.6, the Company shall to promote, market or advertise INTO Mason Programs and IUP shall to promote, market or advertise University undergraduate and graduate

outstanding fees due to any Party shall become immediately due and

( c) all Student data, including all data relating to Student results and progression, shall be transferred to University; and

(d) all Confidential Information, including any commercially sensitive information, and any copies thereof, shall be returned to the Disclosing Party.

Notwithstanding the foregoing, the Parties shall use their reasonable efforts in good faith to ensure that, following termination of this Agreement, all Students enrolled in any INTO Mason Programs shall receive adequate teaching, assessment and examination for the anticipated duration of their relevant courses. Except as may be otherwise provided herein, and subject to any rights and obligations which may have accrued prior to termination, no Party shall have any further obligation to the other Party under this Agreement after the Agreement has terminated.

ARTICLE 9 NONCOMPETITION, NON-DISPARAGEMENT AND CONFIDENTIALITY

9.1 Noncompetition. It is the stated intention of this Agreement that the INTO Mason Programs are, and shall be, the sole and exclusive pathway courses recognized and approved by University for international students on University's campuses located in the Commonwealth of Virginia. University further acknowledges and agrees that the Company and IUP have entered into this Agreement, and the Company and INTO USA have entered into the other agreements to which they are parties relating to the INTO Mason Programs, in reliance upon University's assurance and commitment as to the exclusivity set forth in the preceding sentence, and that each of the Company, INTO USA and !UP would be irreparably harmed ifthe INTO Mason Programs were not the sole and exclusive foundation and pathways courses recognized and approved by University for international students on University's campuses located in the Commonwealth of Virginia, and that the scope and duration of the covenants set forth in this Section 9.1 are reasonably designed to protect protectable commercial interests of the Company, INTO USA and

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IUP and are not excessive. Accordingly, as an inducement for IUP and the Company to enter into this Agreement, and for INTO USA to enter into the agreements relating to the INTO Mason Programs to which it is a party, University agrees that: (i) the INTO Mason Programs constitute and represent the exclusive pathway programs for progression of international students to undergraduate and graduate study at University's campuses located in the Commonwealth of Virginia, and (ii) for the Term, University shall not (whether directly or indirectly, itself or through any contract, partnership, joint venture, agreement or arrangement with any third party) offer, collaborate with, support, grant any right to, recognize, endorse or recommend any other pathway courses or programs similar to or in competition with the INTO Mason Programs. Except as otherwise provided for in this Agreement, the Parties expressly agree that nothing in this Agreement shall in any way prohibit or prevent University from entering into any other arrangements or agreements, or creating or offering any programs. The Parties understand and agree that University may provide its own pathways and English language programs on its campus in the Republic of Korea. In the event that University develops a pathways program on its campus in the Republic of Korea, University and !UP shall discuss in good faith the nature and scope of services (if any) that IUP can provide in connection therewith, including with respect to the marketing of and the recruitment of students to such pathways program.

9.2 Noncompetition - IUP. It is acknowledged and agreed that the Company and University have entered into this Agreement in reliance upon the assurances and commitments of !UP set forth below. The Company and University would be irreparably harmed if IUP or its Affiliates breached or threatened to breach this Section 9.2. !UP expressly acknowledges and agrees that the scope and duration of the covenants set forth below are reasonably designed to protect the interests of the Company and University and are not excessive or unreasonable. Accordingly, as an inducement for the Company and University to enter into this Agreement, !UP agrees that neither it nor its Affiliates have affiliated with, and will not affiliate with or enter into a joint venture, partnership, or any other understanding or agreement for the purpose of providing programs materially similar to the INTO Mason Programs within a seventy (70) mile radius of the main campus of University in Fairfax, Virginia (the "Exclusive Geography") until after the date seven and one-half (7 .5) years following the Effective Date; provided, however, that in the event that University exercises its right of termination for convenience under Section 8.5 herein, IUP's obligations under this Section 9.2 shall also terminate at such time.

9.3 Expansion - Good Faith Consultation and Right of First Refusal.

9.3.1 During the Term of this Agreement, University agrees that it will keep under consideration the potential for expansion of the current programs and services of the Company into distributed campuses of University, new academic disciplines, etc. For a period of ten (I 0) years following the Effective Date, University will keep the Company and IUP regularly informed of any potential opportunities to further promote and develop the business of the Company in the best interests of the Company and will provide IUP and the Company with the right of first refusal (which IUP on behalf of itself and the Company will in good faith consider and may accept or decline) in respect of such potential opportunities.

9.3.2 For the period of seven and one-half (7.5) years to ten (10) years following the Effective Date, University shall have a right of first refusal to expand the INTO Mason Programs and absorb additional student demand prior to IUP entering into agreements with

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third parties to establish other programs materially similar to the INTO Mason Programs within the University Exclusive Geography. In the instance of any such expansion opportunities, IUP shall provide University with written notice ("First Refusal Notice") and terms of any such opportunity for expansion within the Exclusive Geography no later than one hundred and eighty (180) days' prior to entering into any such agreement with any third party. The terms offered to University pursuant to the First Refusal Notice shall be the same as the terms offered by IUP to such third party. For a period of forty-five ( 45) days following University's receipt of the First Refusal Notice, IUP shall engage in good-faith negotiations with University with respect to such expansion opportunity. University shall notify IUP within forty-five (45) days of the First Refusal Notice whether University desires in principle to proceed with such expansion opportunity. If the University indicates that it desires in principle to proceed with such expansion opportunity, and University provides IUP a reasonable assurance that it has or is able to develop within a reasonable timeframe the capacity, expertise, and facilities to implement such expansion opportunity, then University shall begin a due diligence process, for a period not to exceed one hundred and thirty five (135) days, to determine whether to implement such expansion opportunity. If University indicates after the initial forty-five (45) day period that it does not desire to pursue such expansion opportunity, or if following such further one hundred and thirty five (135) day period University does not desire to pursue such expansion opportunity, then IUP may proceed to contract with any third party with respect to the specific expansion opportunity under consideration.

9.4 Non-Solicitation of Emolovees. During the Term, each of the Parties agrees that it shall not, without the prior written consent of the other applicable Party, directly or indirectly, on its own behalf or for any other Person solicit for employment or hire, or attempt to solicit for employment or hire, any person who is or was employed by the other applicable Party or its Affiliates at any time within six (6) months prior to the solicitation or hire. This Section 9.4 shall not limit or preclude any Party from placing good faith general advertisements for employees in newspapers, periodicals or other media of general circulation (including through a recruiting firm), so long as (i) any such advertisements or searches are not targeted at any employees of the other applicable Party or its Affiliates, and (ii) such Party does not encourage or advise any such recruiting firm to approach any such employee of the other applicable Party or its affiliates.

9.5 Non-Disparagement. The Parties shall act reasonably and in good faith to not engage in disparagement of the other Parties, and no Party through its actions or those of its employees or agents shall cause public embarrassment or adverse publicity to the other Parties; provided, that this shall not preclude a Party from pursuing its rights and remedies under this Agreement or under any other agreements or contracts entered into by the Parties.

9.6 Confidentiality.

9.6.1 Each Recipient shall, and shall cause its Affiliates and Representatives to, keep confidential and refrain from using, except in connection with this Agreement, all Confidential Information of the corresponding Disclosing Party.

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9.6.2 Each Recipient will only disclose the Confidential Information of the corresponding Disclosing Party to those Affiliates or Representatives of such Recipient who have a need to know such information in connection with the execution and performance of the Parties' respective rights and obligations under this Agreement. Each Recipient is and shall be responsible for any breach of this Section 9.6 by any of its Affiliates or Representatives, and each Recipient shall, at its sole expense, take all reasonable measures to restrain its Affiliates or Representatives from prohibited or unauthorized disclosure, distribution or use of the Confidential Information of the corresponding Disclosing Party.

9 .6.3 In the event a Recipient or any of its Affiliates or Representatives is required by law, regulation or court order to disclose any of the corresponding Disclosing Party's Confidential Information, such Recipient shall promptly notify the Disclosing Party in writing prior to any party making any such disclosure (unless early disclosure is required by such Jaw, regulation or court order) so that the Disclosing Party, at its sole expense, might seek a protective order or other appropriate remedy from the proper authority.

9. 6.4 The Parties acknowledge and agree that it is their understanding and expectation that any Confidential Information of the Company, including any contract, agreement or understanding to which the Company, but not University, is a party, shall not be regarded as information of University or otherwise subject to any legal disclosure obligations applicable to University as a public institution, except to the extent required by Jaw. The Parties to this Agreement will cooperate with each other and use their reasonable best efforts to protect such commercially sensitive information in accordance with the foregoing.

9.6.5 Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge and agree that University, as a public institution of higher education in the Commonwealth of Virginia, is subject to the provisions of the Virginia Freedom of Information Act (the "Act"), and that any disclosure of any information by University that is required by the Act is specifically permitted under this Agreement without any liability on the part of University.

9.7 Data Protection. The Parties agree to comply with University's policies and procedures and all applicable federal and state laws and regulations regarding the protection of data security, including the Family Educational Rights and Privacy Act ("FERP A"), and to work together to facilitate the Parties' compliance with their obligations under those Jaws and regulations.

9 .8 Other Activities of!UP; Investment Opportunities. The Company and University acknowledge and agree that IUP and its Affiliates are engaged in the business of providing similar services to other pathway programs and that no aspect or element of these activities will be deemed to be engaged in for the benefit of the Company nor to constitute a conflict of interest or (without prejudice to Section 9.3) breach of any duty or obligation hereunder. IUP will not be required to bring any investments and/or business opportunities to the attention of the Company and/or University.

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ARTICLE 10 INSURANCE; LIABILITY

10.1 University Intellectual Property Liability.

10.1.1 University shall be responsible for all costs, claims, demands, losses, expenses and liabilities of any nature whatsoever (collectively, "Losses"), arising out of, or in connection with, any third party claim, demand, or cause of action (each, a "University IP Claim") based upon or arising out of any alleged infringement or other violation by University in creation of its Intellectual Property ("University Property"). Notwithstanding the foregoing, University shall have no obligation under this Section 10.1.1 to the extent the violation is based upon: (i) any modification of the relevant University Property by or on behalf of the Company or !UP, (ii) any combination by the Company or IUP of the relevant University Property with materials not provided by or on behalf of University hereunder, or (iii) use of the University Property by the Company or !UP in violation of the terms of this Agreement.

10.1.2 Procedures. University, at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with any University IP Claim or the settlement or other compromise thereof; provided, however, that University shall not, without notifying and consulting in advance with Company and IUP, agree to any judgment or enter into any settlement or other compromise that adversely affects the interests of the Company or IUP, as applicable. The Company or IUP, as applicable, shall give University (and any Person acting on behalf of or authorized by University) all reasonable assistance with the defense of any University IP Claim, at University's expense. The Company or !UP, as applicable, shall notify University of the University IP Claim within five (5) Business Days after the Company or IUP becomes aware of the University IP Claim. Notwithstanding the foregoing, the Company and !UP shall each have the right, at its own expense, to participate in the defense of any University IP Claim; provided, however, that neither the Company nor IUP shall have the right to control the defense thereof or to settle or otherwise compromise such University IP Claim.

10.2 !UP Intellectual Property Liability.

10.2.1 !UP shall be responsible for all costs, claims, demands, losses, expenses and liabilities of any nature whatsoever (collectively, "Losses"), arising out of, or in connection with, any third party claim, demand, or cause of action (each, a "IUP IP Claim") based upon or arising out of any alleged infringement or other violation by the !UP Mark. Notwithstanding the foregoing, IUP shall have no obligation under this Section 10.2.1 to the extent the violation is based upon: (i) any modification of the relevant IUP Mark by or on behalf of the Company, (ii) any combination by the Company of the IUP Mark with other trademarks or materials not provided by or on behalf of !UP hereunder, or (iii) use of the IUP Mark by the Company in violation of the terms of this Agreement.

10.2.2 Procedures. !UP, at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with any IUP IP Claim or the settlement or other compromise thereof; provided, however, that IUP shall not, without the Company's prior written consent, agree to any judgment or enter into any settlement or other compromise that adversely affects the interest of the Company. The Company shall give IUP (and any Person acting on

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behalf of or authorized by IUP) all reasonable assistance with the defense of any IUP IP Claim, at IUP's expense. The Company shall notify !UP of the !UP IP Claim within five (5) Business Days after the Company becomes aware of the !UP IP Claim. Notwithstanding the foregoing, the Company shall have the right, at its own expense, to participate in the defense of any !UP IP Claim; provided, however, that the Company shall not have the right to control the defense thereof or to settle or otherwise compromise such !UP IP Claim.

10.3 Insurance. During the Term, !UP and the Company shall maintain general liability insurance covering such Party and its employees performing services under this Agreement, with limits of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the annual aggregate for the general liability insurance, with commercially reasonable insurance carriers or through self-insurance, and each of the Parties shall cause the other Party to be added as an additional named insured under each of the foregoing insurance policies and other Party shall provide the Company with evidence of such insurance. As an agency of the Commonwealth of Virginia, University is covered by the Risk Management Plan of the Commonwealth of Virginia to the limits provided by law.

10.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY WILL BE LIABLE TO THE OTHER PARTIES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST REVENUES) UNDER THIS AGREEMENT. THE FOREGOING EXCLUSION WILL APPLY REGARDLESS OF WHETHER CLAIMS BROUGHT UNDER OR IN CONNECTION WITH THIS AGREEMENT ARE FORESEEABLE, WHETHER THEY ARE BROUGHT UNDER TORT, NEGLIGENCE, CONTRACT OR ANY OTHER LEGAL OR EQUITABLE THEORY AND WHETHER ANY REMEDY UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

ARTICLE 11 MISCELLANEOUS PROVISIONS

11.1 Dispute Resolution; Mediation.

11.1. l General. The Parties hereto desire to resolve disputes ar1s111g out of this Agreement without litigation. Accordingly, except for any action seeking a temporary restraining order, specific performance or injunctive relief related to the purposes of this Agreement and except as otherwise specifically set forth in this Agreement, the Parties agree to use the dispute resolution procedures set forth in this Section 11.1 as their initial means of resolving any controversy or claim arising out of or relating to this Agreement.

11.1.2 Initial Dispute Resolution. If a dispute arises that the Parties have agreed to resolve pursuant to this Section 11.1, each of the Parties to the dispute will appoint a knowledgeable, responsible individual Representative to meet and negotiate in good faith with the like Representative of the other Party to resolve such dispute. The Parties agree that the initial meeting contemplated by this Section 11.1.2 shall include the principals of each Party. The location, format, frequency, duration and conclusion of these discussions shall be left to the discretion of the Representatives. Discussions and correspondences among the Representatives

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for purposes of these negotiations shall be treated as confidential information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in any lawsuit or dispute resolution between the Parties or to which either Party becomes involved or subject. Documents identified in or provided with such communications, which are not prepared for purposes of the settlement negotiations, are not so exempted and may, if otherwise admissible, be admitted into evidence in any subsequent lawsuit or dispute resolution.

11.1.3 Mediation. If the negotiations set forth above do not resolve the dispute within thirty (30) days of the dispute arising, or the Representatives of the Parties otherwise agree that resolution of the dispute would be more likely to occur with the involvement of a mediator, then the Representatives of the Parties will attempt in good faith to select a qualified, independent mediator reasonably acceptable to both Representatives. If the Representatives are unable to promptly agree on a mediator, then either Party to the dispute may refer the matter for mediation to the nearest regional office of the American Arbitration Association ("AAA") that administers cases in the Fairfax, Virginia area, and such office of the AAA will appoint a qualified mediator to serve. The mediation shall take place in Fairfax, Virginia or such other location as the parties may mutually agree. Unless the parties agree otherwise, the first mediation session shall take place no later than ten (10) days after the appointment of the mediator. The mediation shall continue until the dispute is resolved or until such time as the mediator makes a good faith determination that the likelihood of resolution is sufficiently remote that continuation of the mediation is not warranted; provided, however, that in the event the claim is not resolved within sixty (60) days of selection of a mediator, any Party may cease participation in the mediation. The Parties agree they will each bear their own costs associated with such mediation, and the Parties further agree to equally share the costs of the mediator.

11.1.4 Resolution by Mediation. If the Parties accept the mediator's recommendations or otherwise reach agreement on the resolution of the dispute, such agreement shall be reduced to writing and once it is signed by their duly authorized Representatives, shall thereupon be final and binding on the Parties.

11.1.5 Participation by Legal Counsel. Notwithstanding anything else to the contrary contained in this Agreement, each of the Parties shall have the right to have legal counsel of such Party's choosing participate at any point in the dispute resolution process under and with respect to this Agreement.

11.2 Specific Performance; Remedies. The Parties recognize and agree that if for any reason any of the provisions of Article 9 of this Agreement are not performed in accordance with their specific terms or are otherwise breached or violated, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy under applicable law. Accordingly, each Party agrees that, in addition to all other remedies to which it may be entitled, each of the Parties may seek a decree of specific performance and each of the Parties further may seek an injunction restraining any violation or threatened violation of any of the provisions of this Agreement without the necessity of posting a bond or other form of security. In the event that any suit, action or other proceeding should be brought in equity to enforce any of the provisions of Article 9 of this Agreement, no Party will allege, and each Party hereby waives the defense, that there is an adequate remedy under applicable law or under this Agreement.

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11.3 Interpretation. The schedules, exhibits and appendices attached hereto are an integral part of this Agreement. Such schedule, exhibits and appendices attached to this Agreement are incorporated herein by this reference and all references herein to this "Agreement" shall mean this Agreement together with such schedules, exhibits, and appendices. When a reference is made in this Agreement to Sections, subsections, schedules, exhibits or appendices, such reference shall be to a Section, subsection, schedule, exhibit or appendix to this Agreement unless otherwise indicated. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions. The words "include," "includes" and "including" when used herein shall be deemed in each case to be followed by the words "without limitation." The word "herein" and similar references mean, except where a specific Section or Article reference is expressly indicated, the entire Agreement rather than any specific Section or Article. The table of contents, if any, and the headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof whenever the context and facts require such construction. The Parties acknowledge that each Party and its counsel have reviewed and revised this Agreement, and the Parties agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or schedules hereto.

11.4 Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly signed or made as of the date delivered if delivered personally or by overnight courier to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice, except that notices of changes of address shall be effective upon receipt):

Ifto the Company, to:

INTO George Mason, LLC clo INTO U.S.A., LLC 3 80 Stevens A venue, Suite 211 Solana Beach, CA 92075 Attention: David Stremba

Mary Jane Miller Email: [email protected]

[email protected]

With a copy to:

INTO University Partnerships Limited One Gloucester Place Brighton BNl 4AA United Kingdom Attention: Andrew Colin

John Sykes Jon Baskerville

Email: [email protected]

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[email protected] [email protected]

Ifto IUP, to:

INTO University Partnerships Limited One Gloucester Place Brighton BNl 4AA United Kingdom Attention: Andrew Colin

John Sykes Jon Baskerville

Email: [email protected] [email protected] [email protected]

Ifto University, to:

Office of the Provost George Mason University 4400 University Drive, MSN 3A2 Fairfax, Virginia 22030

With a copy to:

Office of University Counsel George Mason University 4400 University Drive, MSN 2A3 Fairfax, Virginia 22030

11.5 Application of Virginia Law. This Agreement, and the application or interpretation hereof, shall be governed exclusively by its terms and by the laws of the Commonwealth of Virginia, without giving effect to any choice of law or conflict of law, provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction) that would cause application of the laws of any jurisdiction other than the Commonwealth of Virginia. Each of the parties to this Agreement irrevocably submits to the exclusive jurisdiction of the state courts sitting in Fairfax County, Virginia and the federal courts sitting in the Eastern District of Virginia for the purpose of any action arising out of or relating to this Agreement.

11.6 Amendments. This Agreement may be amended, and any provisions hereof may be waived, only by the prior written consent of each of the Parties hereto.

11. 7 Third Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties and where expressly stated, INTO USA, any rights or remedies under or by reason of this Agreement.

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11.8 Compliance with Laws. At all times during the Term, the Company, IUP and University shall obtain and maintain all permits, licenses and approvals as may be required by applicable law in order to engage in its business as described herein, and shall otherwise engage in business in such a manner so as to comply with all federal, state and local laws that may be applicable to the conduct of work or performance of services under this Agreement.

11.9 Waivers. The failure of any Party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act that would have originally constituted a violation, from having the effect of an original violation.

11.10 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any Party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the Parties may have by law, statute, ordinance or otherwise.

11.11 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement nevertheless shall remain in full force and effect as long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the greatest extent possible.

11.12 Successors and Assigns. Each and all of the covenants, terms, provisions, and agreements contained in this Agreement shall be binding upon and inure to the benefit of the Parties hereto and, to the extent permitted by this Agreement, their respective successors and assigns. No Party may assign this Agreement (by operation of law or otherwise) to any Person without the prior written consent of the other Parties; provided, however, that any Party may assign this Agreement to an Affiliate without the consent of the other Parties.

11.13 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of any Party, except as expressly set forth in Section 4.4 of this Agreement.

11.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument, and a facsimile or portable document format (pdf) document shall be deemed to be an original signature for all purposes under this Agreement.

11.15 Entire Agreement. This Agreement represents the entire understanding of the Parties with reference to the matters set forth herein. This Agreement supersedes all prior negotiations, discussions, correspondence, communications and prior agreements among the Parties relating to the subject matter herein.

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11.16 Audit Rights. University, its authorized agents, auditors and representatives, and any regulators and inspectors, including any auditors for the Commonwealth of Virginia (collectively, the "University Auditors"), shall have the right to audit and inspect the complete books and records, including all appropriate financial information and records, of the Company and !UP, during ordinary business hours, upon no less than five (5) Business Days' prior written notice (or, in the case of external regulatory audits, such lesser amount of prior notice given by the applicable regulators or inspectors). The Company and !UP shall retain all books, records, and other documents relative to this Agreement for the duration of this Agreement, and for a period of time following expiration or earlier termination of this Agreement equal to the sooner of: (i) until audited by the Commonwealth of Virginia; or (ii) the later of five (5) years after (A) termination or earlier expiration of this Agreement, or (B) final payment to any Party in connection with this Agreement; and the Company and !UP shall make them available for inspection and copying in connection with any such audit. All of the University Auditors shall have full access to and the right to examine any of said books, records and documents during said period. During any such audit or inspection, each of the Company and !UP shall, and shall cause their respective agents, contractors and licenses to, give any of the University Auditors or their respective designees full and complete access to all such books and records, in whatever form maintained, relating to the provision of goods and services under the Agreement, including the right to make reasonable copies thereof in the form and organized as requested by University. The Company and !UP shall fully cooperate with any of the University Auditors in connection with any audit or inspection conducted under the terms of this Agreement.

11.17 Immigration Reform and Control Act of 1986. By entering into this Agreement the Parties agree that they do not and will not during the performance of this Agreement employ illegal alien workers or otherwise violate the provisions of the United States Immigration Reform and Control Act of 1986.

11.18 Non-Discrimination. Each Party agrees to not discriminate on the basis of race, color, religion, national origin, sex, pregnancy, childbirth or related medical conditions, age (except where sex or age is a bona fide occupational qualification), marital status or disability. By entering into this Agreement, each Party certifies to the Commonwealth of Virginia that they will conform to the provisions of the United States Civil Rights Act of 1964, as amended, as well as the Virginia Fair Employment Contracting Act of 1975, as amended, where applicable, the Virginians with Disabilities Act, the United States - Americans with Disabilities Act, and §§ 9 and 10 of the Governing Rules. The Company and IUP agree to comply with all notice requirements of federal and state law regarding non-discrimination (including, if applicable, by posting in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause). The Company and !UP shall state in all solicitations or advertisement for employees placed by or on behalf of the Company or IUP, that the Company or IUP, as appropriate, is an equal opportunity employer.

11.19 State Appropriations. This Agreement is subject to appropriation of funds.

11.20 Mutual Drafting. All Parties acknowledge that they have had the opportunity to consult with legal counsel, and all Parties have cooperated in the drafting, negotiation and preparation of this Agreement. In any construction of this Agreement, no language shall be construed against any Party on the basis of that Party being the drafter of such language.

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[SIGNATURE PAGES TO FOLLOW/

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

GEORGE MASON UNIVERSITY

~~-=c~O~====--era

INTO MASON, LLC

lf<i.,R.._ \.JJ. \)AVI',

·""-'~·-·· j:> RS> r rJ f0Ff

IUP 2 LLP

By: INTO University Partnerships Limited Its: Member

By: ~""--'-Naa:5Y:s Its: Director

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Schedule 1.23 Schedule 1.3 8 Schedule 1.42 Schedule 2.3.1 Schedule 2.3.6 Schedule 2.5.l Schedule 2.5.3 Schedule 3.1.1 Schedule 3.1.3 Schedule 4. 1.3

Schedule 4.2.1 Schedule 4.2.2 Schedule 8.5.1

Appendix 1

Appendix 2

SCHEDULES, EXHIBITS AND APPENDICES

INTO Mason Programs Residential Building(s) Teaching/ Administration Building( s) University Admissions Services & Processes Information Sharing IUP Marketing and Recruiting Services IUP Operational Support Services Company Marks University Marks and Usage Guidelines University Cost of Program Delivery & University Cost of Facilities with Exhibit A: Initial Business Plan and Exhibit B: Business Plan Assumptions

IUP Compensation due from University IUP Compensation due from the Company Sample Buyout Calculation - University Termination for Convenience

Debt Service and Annual Capital Repair Reserves for 4352 Mason Pond Drive, Fairfax, Virginia

Renovation and Alteration Works on Teaching/Administration Building(s) and the Residential Building(s)

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Schedule 1.23

INTO Mason Programs

The following academic programs are the INTO Mason Programs:

Undergraduate Pathway • Business • Engineering and Computing • Human and Social Development • Humanities and Social Sciences • Science

Graduate Pathway College of Education and Human Development

• Early Childhood for Diverse Learners • Early Childhood Special Education • Educational Psychology • Special Education • Sport and Recreation Studies

College of Health and Human Services • Global Health

Health Informatics • Health Systems Management • Nutrition • Social Work

College of Humanities and Social Sciences • GI o bal Affairs • Linguistics • Psychology

College of Science • Applied and Engineering Physics • Bioinformatics and Computational Biology • Bioinformatics Management • Computational Science • Earth Systems Science • Environmental Management • Forensic Science • Geographic and Cartographic Sciences • Mathematics

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College of Visual and Performing Arts • Arts Management • Graphic Design • Music

School of Conflict Analysis and Resolution • Conflict Analysis and Resolution

SchoolofManagement • Accounting • Business Administration (MBA) • Management • Real Estate Development

School of Public Policy • International Commerce and Policy • Public Policy

Volgenau School of Engineering • Applied Information Technology • Biostatistics • Civil and Infrastructure Engineering • Computer Engineering • Computer Forensics

Computer Science • Data Analytics Engineering • Electrical Engineering • Geotechnical, Construction and Structural Engineering • Information Security and Assurance • Information Systems • Operations Research • Software Engineering • Statistical Science • Systems Engineering

Telecommunications

English Language Programs • Academic English • General English

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Schedule 1.38

Residential Building(s)

The Residential Buildings to house students enrolled in the INTO Mason Programs shall include all dormitories on the main campus as designated by University, including but not limited to that certain building at 4352 Mason Pond Drive, Fairfax, Virginia 22030.

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Schedule 1.42

Teaching/ Administration Building( s)

That certain building located at 4352 Mason Pond Drive, Fairfax, Virginia 22030, including all office, academic, residential, and dining space.

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Schedule 2.3.1

University Admissions Services & Processes

This Schedule 2.3.1 provides guidance on the roles, responsibilities and powers of the IUP Application Processing Center ("IUP APC") and the INTO Mason Evaluator/Designated School Official ("DSO"). This Schedule 2.3.1 also provides direction on the agreed admissions process and requirements for academic decisions.

1 Roles, Responsibilities and Powers of the IUP APC

1.1 The !UP APC is a centralized admissions unit which processes all applications for INTO Mason programs.

1.2 The IUP APC will oversee the admissions process from initial inquiry through to pre-arrival. 1.2.1 All communication with the applicant/Education Counselor will be the responsibility of

IUP APC, including the communication of admissions decisions, confirmation, pre­arrival student finance and other pre-arrival information.

1.2.2 The IUP APC will collect all academic and supporting documents needed for an admissions decision, confirmation and pre-arrival.

1.2.3 IUP APC will process applications and enter decisions for all English only applicants (Academic English only and/or General English only). The University has ownership and responsibility for all academic admissions decisions.

1.2.4 The overall admissions/application process will be overseen by the IUP APC and the Director, APC will assist in the training/oversight of the Company's Enrollment Manager as it relates to process, rules and guidelines.

1.2.5 IUP APC, !UP Operations and IUP IT departments within INTO North America will manage the use and policies of the CRM, Salesforce.

1.2.5.1 IUP APC will provide updates, training and guidance when there are changes/amends to how the CRM is used.

2 Roles Responsibilities and Powers of Mason University Employees, as it Relates to Admissions

2.1 George Mason University will employ academic credential evaluators (INTO Mason Evaluator) who will have the sole purpose/responsibility for evaluating all INTO Mason Pathway applications.

2.1.1 These dedicated evaluators will make admissions decisions for all INTO Mason Pathway applications. The University has ownership and responsibility for all academic admissions decisions.

2.2 The University will employ a DSO (or DSOs) to create and issue I-20s for the applicant at the time of confirmation (with the exception of applicants who receive an I-20 at offer). The

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DSO(s) may have other responsibilities dealing with current INTO students as it relates to immigration issues.

2.3 The Company will employ an Enrollment Manager who will have responsibility for managing the timelines/workflow of the evaluation process and the I-20 creation process. The Company Enrollment Manager will also assist with special group and walk-in applications, along with other roles and responsibilities in and around enrollment/registration.

2.3. l The Enrollment Manager will not have authority to make or influence academic admissions decisions.

3 Admissions Process

3.1 Applications and required application documents will be collected at the IUP APC. 3 .2 Complete Pathway applications will be sent, via the CRM, to the INTO Mason evaluator to

review and make an academic decision. 3.2.1 The INTO Mason evaluator will have two (2) business days to review academic

credentials, make an admissions decision, and send back to IUP APC. 3.2.2 The INTO Mason evaluator will make academic admissions decisions by assessing

academic credentials within the framework of the applicant's country/institution. Meaning all decisions must be made using the published country requirement and not based on a conversion of foreign credentials to the US education 4 point GPA system. It is recommended that a GP A equivalent is entered into Salesforce for reporting and comparison purposes, but this GP A is not used for decision making.

3.2.3 University agrees it shall provide to the Company and IUP APC not less than six (6) months advance written notice of any revisions of the entry requirements. Any amendments made to entry requirements shall apply only to Students who have applied after the date upon which the INTO Mason Program brochures are updated and published to reflect the amendments, which occurs each year on or about July 1.

3.2.4 The University agrees that all applicants who meet the minimum requirements must be admitted to the INTO Mason Programs, subject to agreed-upon enrollment limits.

3.2.5 Evaluations will be made by INTO Mason evaluators and not by academic departments. 3.2.6 A list of country requirements, for INTO Mason Programs (both Undergraduate and

Graduate), will be created by the Admissions team at the University and will be available for publication and release by the February 2014 Familiarization Trip.

3.3 Admissions Decisions, sent by INTO Mason evaluators to IUP APC, will then be communicated by IUP APC to the applicant or Education Counselor.

3.4 IUP APC will follow up with applicant/Education Counselor on outstanding offers and work with marketing and recruitment staff on conversion campaigns, collect required confirmation documents and notify the INTO Mason DSO to generate the I-20. INTO Mason DSO will generate, upload and ship the Mason I-20 within three (3) business days of notification.

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3.5 IUP APC will communicate all pre-arrival matters with the applicant/Education Counselor until the start date of the INTO Mason Program.

3.6 At an agreed date, the INTO Mason confirmed applications will be turned over to the Enrollment Manager (or other) at the Company.

3. 7 Students will be required to provide official academic documents to INTO George Mason University/George Mason University Admissions. George Mason University ("GMU") Admissions will review official documents and deem whether the documents are authentic and acceptable. In cases of suspected fraud or tampering, or any case that raises questions, George Mason University reserves the right to request additional documents sent directly from the issuing institution to George Mason University Admissions.

4 Exceptions: The following are Exceptions to the Above.

4.1 Exception to 3: Changes to the Admissions process in Section Three (3) are subject to agreement between both parties.

4.2 Exception to 3 .2.1: An evaluator may request additional time to complete an evaluation if there are complications in verifying the school/scale, if the applicant would otherwise be denied but sending to secondary review would provide an opportunity for acceptance.

4.2.1 In cases where an evaluation extension is requested, the INTO Mason evaluator will inform the IUP APC within the two (2) business day timeframe and provide a new date when the decision will be made.

4.2.2 If an evaluator needs additional documents to make an admissions decision, the turnaround time stops until the new documents are received.

4.2.2.1 The IUP APC will request the additional documents. 4.3 Exception to 3.2.2: An evaluator will use published country scales as the defining mark on

making an admissions decision, unless there is a conflict in scales from the published requirements to that which is published on the transcript. In that case, the INTO Mason evaluator will default to the scale published on the applicant's transcripts.

4.4 Exception to 3.2.2: An evaluator will use published country scales as the defining mark on making an admissions decision, unless there is an applicant who has transcripts from more than one academic system, in this case the INTO Mason evaluator will use country scales as a guide and decide whether the applicant meets admissions requirements viewing the scales as a combination of academic performance.

4.5 Exception to 3.2.3: An INTO Mason evaluator can deny an applicant who meets admissions requirements in eases of fraudulent documents, academic dishonesty, expulsion, criminal conviction or similar issues.

4.6 Exception to 3.2.4: INTO Mason evaluators will make all admissions decisions unless an applicant would otherwise be denied and therefore the application is sent to a department to review for admissions.

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Schedule 2.3.6

Information Sharing

1. IUP shall share with the Company all applicant and student information it holds or maintains in salesforce/financial force with respect to the INTO Mason Program. IUP shall, on a daily basis, transfer to GMU data with respect to those Students who accept an offer of admission to the INTO Mason Program. IUP shall, once per semester, transfer to GMU data with respect to those Students who are not offered admission to the INTO Mason Program or who do not accept an offer of admission to the INTO Mason Program.

2. University shall, on an annual basis, provide INTO with progression data for each Student who has achieved progression to a University undergraduate or graduate degree program associated with the INTO Mason Program, including data with respect to such Student's grade point average on a semester-by-semester basis. University shall also provide INTO with destination data on all Students after such Students have completed their degree as may be reasonably requested by INTO or as may be agreed upon by the Parties in good faith, including information with respect to employment of such Students.

3. No Person shall have access to any Student Data until such Person has successfully completed a FERP A training course.

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Schedule 2.5.1

IUP Marketing and Recruiting Services

Set forth below is the description of the Marketing and Student Recruitment Services which shall be provided by IUP or its Affiliate to the Company pursuant to-the terms of this Agreement and for which IUP shall be compensated as set forth in Schedule 4.2.2:

• Relationship management of Education Counselor network

• Design, production and dispatch of the core University/Company brochure suite (including comprehensive agent-facing brochure, shorter student-facing brochure, student-facing exhibition flyer, exhibition banner, table top banner, poster) and specific-product flyers (any mandatory global publications, such as GE, All Center, US All Brands flyer/concertina, etc.)

• Other marketing collateral determined by IUP to be necessary for recruitment, including high-quality video, online agent manuals, etc.

• Fairs, missions, agent support and direct advertising to support the recruitment efforts

• University and Company specific Basic Website (as that term is defined below) (excluding digital recruitment)

• In-language translations of print, digital or video collateral in the languages deemed necessary by IUP

For avoidance of doubt, the Marketing and Recruitment Services and Fee do not include:

• Familiarization trip costs

• Scholarship costs

• Materials other than the core University/Company brochure suite

• Any other marketing materials for which the Company has elected to produce

• Sales Champion/MCC salaries and associated costs - which should be borne by the Company

• Digital/direct recruitment costs

• Kickstart expenditure supported by University directly for direct recruitment

• Other market specific initiatives requested by the Company or University

Basic Website includes:

• Red and black !UP-branded website

• Studying, Living, Arriving content

• Campaign landing pages for digital marketing campaigns

• Search Engine Optimization applied to all pages

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• Embedded videos, social media links

For avoidance of doubt, the following are excluded from the Basic Website:

• Customized design to match University's website

• Mobile/responsive design version of site

• Local language version(s) of site

• Inquiry form

• Online application form

• Any future development work or modifications

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Schedule 2.5.3

IUP Operational Support Services

!UP and/or its Affiliates shall provide the following operations support services necessary for the operation of the Company for which it shall be paid as set forth in Schedule 4.2.2:

Application processing services via IUP's centralized application processing center;

IT support services;

Human resources support; and

Finance and accounting support.

The scope and cost of such services shall be negotiated periodically as necessary and in good faith between the Company and IUP.

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Schedule 3.1.1

Company Marks

a) INTO GEORGE MASON UNIVERSITY

b) INTO GEORGE MASON

c) INTO MASON

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Schedule 3.1.3

University Marks and Usage Guidelines

I. The following Marks are registered to University, or owned by the University, and licensed only as provided in this Agreement:

a) GEORGE MASON UNIVERSITY (U.S. Trademark# 2,085,820)

b) GEORGE MASON UNIVERSITY-WHERE INNOVATION IS TRADITION

c) MASON (U.S. Trademark# 1,589,393)

d) MASON NATION (U.S. Trademark# 3,448,745)

e) WE ARE MASON

~EORGE ON

f) U N I V E R S I T Y (U.S. Trademark# 3,042,708)

ON g) (U.S. Trademark# 4,394,999)

h) (U.S. Trademark# 4,058,850)

2. All use of University Marks shall be subject to all policies published by the University, on its web site or otherwise, from time to time which govern the use of marks or establish guidelines for their usage, including but not limited to University Policy 1130, as amended, and University Policy 1111, as amended, and the George Mason University Visual Identity Guide, as amended.

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Schedule 4.1.3

University Cost of Program Delivery & Cost of Facilities

I. COST OF PROGRAM DELIVERY. University shall be reimbursed by Company for the Cost of Program Delivery. The Cost of Program Delivery prior to beginning operations (year zero), and for the first full year of operation (year one), shall be as specified in the Initial Business Plan attached hereto as Exhibit A to Schedule 4.1.3. The Business Plan Assumptions attached hereto as Exhibit B to Schedule 4.1.3 shall be part of and incorporated into such Business Plan.

2. COST OF FACILITIES. University shall be reimbursed by Company for the Cost of Facilities. The Cost of Facilities prior to beginning operations (year zero), and for the first full year of operation (year one), shall be as specified in the Initial Business Plan attached hereto as Exhibit A to Schedule 4.1.3. The Business Plan Assumptions attached hereto as Exhibit B to Schedule 4.1.3 shall be part of and incorporated into such Business Plan.

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EXHIBIT A TO SCHEDULE 4.1.3

INITIAL BUSINESS PLAN

[See the attached.]

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1 INTO Mason Pro Forma UG Pathway Rate/Yr: $ i Confidential Business Mode! Assessment Grad Pathway Rate/Yr; $

Academic English Rate w/Student fef¥../Yr; $ General English Rate/Yr (7 programs • 5 weeks*$425): $

UG & GR Pathway Rate/Yr3 Iner: $ Room & Board lt;,te/Yr. $

Student Fees/Yr. $

,..., 28,680

14,700

14,875

1,000

16,178

2,820

Annual Inflation Rate:

Student Fee rate increase;

Room & Board Oirect Cost/% of rate: Housing Volume:

Pathway Matriculation Rite:

Acad Eng Matriculation Rate:

3% Pathway Instruction Cost/ l Yr:

4% AE lnsln.ictlon Costs/ 1 Yr;

85% GE !nstrut:tlon Costs/ 1 Yr:

"'" Pathway Instruction Co$t/ 2 Yr:

70% AE Instruction costs/ 2 Yr:

33% GE Instruction Costs/ 2 Yr;

Pathway Instruction Cost/ 3 Yr: AE Jnnructk>n Com/ 3 Yr:

GE Instruction costs/ 3 Yr·

I --------------------------------------------~------· I Years 2-10 is provided for forecasting financial analysts and is s1.1bje1 BuslnenP/an .

Yearo Yearl • Year2 Year3 Year4 Years Year6 Year7 Years v~• ENROllMENTS I Nomiegree Programs (Joint Venwre} I

' ' UG Pathway 0 134j 212 289 395 472 sn 5'2 592 632

" Grad Pathway 0 so! 84 "' ''° "' '°' "' "' 398

" Academic English 0 2soj 34' 466 S67 7" 7'4 '" '" '" " General English 0 30I 40 40 40 40 40 40 40 40

" Totals 474 ! 680 '" l,172 '·"" 1,624 l,739 1,854 1,%9

14 Dli'greePrograms (Mason) I

" "' I '" 4'2 "' 1,082 1,387 1,642 1,832 l,960

" Grad (ass11rne-s 2 year i:ompletkm) I " 94 141 202 314 410 "' 494

" Totals ; 21S S3S 939 1,283 1,701 2,052 2,284 2,454

" Grand Total Enrollment 4741 '" 1,448 2,111 2,792 3,325 3,791 4,138 4,423

NONOEGREE PROGRAMS (Jofnt Venture) I ffevenue I

" UGPathway s s 3,843.120: $ 6,262,565 s 9,099,891 s 12,810,694 $ 15,767,208 $ 17,616,514 $ 19,562,589 $ 21.609,573 $ 23,761,769 $

" Grad Pathway 1,434,ooo I 2,4$1,394 3,715,526 5,513,463 9,286,618 10,597,434 11,978,542 13,432,!178 14.!163.899

" Academic English 3.822,ooo I 5,20B,S04 1,267,3n 9,107,770 ll,895,840 13,019,S75 14,200,028 15,439,591 16.740,747

" General English 446,250 l 612,850 631,236 6S0,173 669,678 689,768 710,451 731,775 7S3,728

" Room& Board s,s51,ns 1 6,757,978 8,568,299 10,612,621 12,708,aot> 13,373,280 14,408,SS4 15,073,027 16,108,301

• student ~e Supported Activities f Pathways) 518,880 I 858,109 1,241,396 1,792,246 2,474,251 2,813,31!8 3,175,698 3,562,491 3,97S,146

• (less) 5% Incentive fee {INTO) (439,294)1 (668,819) {9S2,l25) (l,290,403) (l,722,021) {1,915,481) (2,118,451) {2,331,323) (2,554,S-02)

• {le~sj 1% Educational Services (Mijsonl (87,8S9)l {133,764) (190,425) {258,081) (344,404) (383,096) (423,690) (41S6,26S) (510.9UO)

" Totals s ' 15,388,874 I$ 2L388,816 $ 29.~1,17S $ 38,938,483 $ so, 735,976 $ 55,811,383 $ 6L493,729 $ 67,051,845 $ 73,238,187 s <6 Direct Costs I

• Teaching ' s 3,485,790 l $ 4,928,000 $ 6,320,545 $ 8,393,349 $ 11,238,940 $ 12,521,670 $ 13,871,249 s 15,290,S32 $ 16,782,489 s

" €fficiellcies - Teaching Col;t~ s • IS (500,000) (500,000) (500,000)

" R(l!,lm& Board 2,812,660 I 3,S82,931 S,121,704 6,859,378 8,641,136 9,205,938 10,085,921 10,650,723 11,530,706

" Student Fee SupPQrted Activitl'!s l,336,680 l l,983,475 2,7SS,21S 3,662,710 4,883,267 S,441,787 6,034,474 6,663,101 7,329,528

" Referral fees {Agent Commission) 1,036,674 I l,n6,82S 2,641,277 3,550,858 4,7'10,848 5,273,985 5,834,842 6,424,605 7,044,502

M fac·~ity Oebt Servicl!"Reno-Reserves US,000 3,795,000 I 3,795,000 3,795.000 3,795,000 S,795,000 5,275,000 5.275,000 5,27S,OOO 5,27S,OOO

" Totals ' 11S,OOO $ 12,466,804. s 16,066,231 $ 20,133,741 $ 25,761,295 $ 34,799,191 $ 37,718,380 $ 41,101,486 $ 44,303,962 $ 47,962,225 $

J6 Gross Margin ' (115,000) $ 2,922,070 I S S,322,SS<I s 9,247,434 $ 13,177,189 $ 15,936,785 $ 18,093,003 s 20,392,244 $ 22,747.884 $ 25,27S.96J s 31 Gross Margln %of Revenue 0.0% 19.0%1 24.9% 31.5% 33.8% 31.4% 32.4% 33.2% 33.9% 34.5%

'Ill OveriuYfd I

• Marketing and Admin ' 1,876,000 $ 4,046,000 ~ $ 4,360,000 $ 4,958,000 $ 5,418,000 $ 6,006,000 $ 6,495,180 $ 7,209,006 $ 8,205,294 $ 9,572,783 $

~ Support Staff 724,000 l,9ll4,ooo I 2,549,000 3,227,000 3,79!t,OOO 4,377,000 4,920,310 5,644,317 6,604,788 7,883,951

" l'acl!ity O&M & FFE 52,000 434,500 I 468,800 640,249 1,064,!t66 826,700 851,501 903,357 987,123 1,111,016

" Totals s 2,652,000 $ 6,384,500 $ 7,377,800 s 8,825,249 $ 10,280,866 $ 11,209,700 $ 12.266,991 $ 13,756,681 s 15,797,205 $ 18,S67,750 $

43 Operating Margin, Joint Venture s (2,767,000) $ (3,462,4301• $ {2,055,216) $ 422,185 $ 2,896,323 $ 4,727,085 $ 5,826,012 $ 6,635,563 $ 6,950,678 $ 6,708,213 $ -- -- -- ---- -- -------- ------ ----------- -- ------- ------44 DEGREE PROGRAMS jMason)

" OG s s ' 4,791,929 $ 12,133,656 $ 22.576,866 $ 3LS34,534 $ 41,662,193 $ 50,782,074 $ 58,351,034 $ 64,319,857 $

" Grad 933,839 2,577,770 4,002,458 5,877,684 9,417,3S6 12,687,786 14,406,483 16,216,883 ,, (less) average instru<:tional costs (3,SS0,816) {9,200,320) (16,622,345) (23,397,079) (31,944,437) (39,693,164) (45,501,535) {50,366,553) .. {lessl 6% Mason IDEA Initiative$ {343,546) (882,686) (l,594,760) {2,244,733) (3,064,773) (3,808,192) {4,365,451) {4,832,204) .. (less) 6% INTO Incentive fee (183,459) {717,796) (1,424,924) {2,244,733) (3,064,773) (3,808,192) {4,365,451) (4,832.204)

~ {1ess) 6%JV Scholarship Transfer {183,459} 1717,796) 11,424,924) (2,244,733) 13.064,773) {3,808,192) {4,365,451) (4,832,204)

" Totals ' ' s 1,434,488 $ 3,192,827 $ S,512,381 $ 7,280,940 $ 9,940,793 $ 12,352,121 $ 14,159,628 $ 15,673,574 $

" (less) Unrealized HI Subsidies s s (450,000) $ (463,500) $ (477,405) $ (491,727) $ (506,479) s (521,673) $ (537,324) $ {553,443) $ (570,047) s

"""" " Mason Annual Net {1/2 JV, Fee!i, All Degree) ' {1,38l,SOO) $ (2,093,356) $ n,144 $ 3,116,940 $ 6,726,896 $ 9.482,408 $ 12,715,222 $ 15,556,269 $ 17,547,789 $ 18,968,534 $ 54 loan and Repayment {JV only) 1,383,SCID 1,731,215 1,027,608 (211,0931 (1,448,161) (2,363,542.J (119,526)

s5 Mason Net s ' {362,141) $ 1,104,752 $ 2,905,847 $ S,278,735 $ 7,118,865 $ 12,595,696 $ 15,556,269 $ 17,547,789 $ 18,968,534 $

4,t]O I ,4,&70 J..

Year 10

672

"' "'' 40

'"'"' '·"' S3G

2,625 4,709

26,023.649 $ 16,S74,SS6 18,106,077

776,340 16,772,774 4,41S,113

(2,788,407) {557,681)

79,322,451 $

18,350,202 s

12,095,508 8,035,702 7,695,811 5,275,000

Sl,452,224 $

27,870,227 s 35.1%

11,445,262 $ 9,603,3()9

1,287,972 22,336,603 $

5,533,624 $ ----- -70,594,295 $ 18,122,94{}

{5S,482,S20)

{5,323,034) {5,323,034)

(S,323,034] 17,265,612 $

{587,148} $

20,001,958 $

20,002,958 $

cumulative I I I I

4462J 25401

66:1.6:

390 I 14,018 :

I 11,410 I

2,6781

14,088 i 28,106 I

i I

156,3S7,572 I 89,978,440 I

114,807,509 I

12~:~~:!~! i 24,S36,716 I

{~~~~~!:;; 49l,7S0,920 I

111,182,766: [1,SOO,OOOJt

80,58li,604 I

48,125,940 I 46,020,221 I 47,465,000 I

331,880,$37 !

160,870,383 I

32.6%1

I 69,591,526: 51,235,7361 8,628,084 I

129,455,345

31,415,038 -----356,746,437 84,243,210

(275,78&,769)

(26,459,379) {25,964,567)

/25,964,567) 86,812.365

{5.158,746)

100.717,304

100,717,304

--·-·-·-·---·-·-·-·---·-·-·-·-·-·-·-·-·---·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·---·-·-·-·---·---·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-· 511 INTO Annual Net 11/2 JV al'ld fees) s {l.31!3.SOO) $ (1.291.9211 $ {175,329) $ 1,1181,013 $ 4).63,488 $ 6,330,297 $ 7.893,260 $ 9,244,424 $ 10,172,113 $ 10,740,812 $ 10,878,253 $ 58,452,912 51 INTO to fund initial lo$$ (JV onlyJ {1,383,500) (1,731,215) (1,021,608) 211,093 1,448,161 2,363,542 119,526

5IJ INTO Net s (1,767,000) $ (3,023,136) $ (1,202,937) $ 2,092,105 $ 5,611,650 $ 8,693,839 $ 8,012,786 $ 9,244,424 $ 10,1n.113 s 10,740,812 $ 10.878,253 $ 58.452,912

2/23/2014 5:47 PM

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Vl

s-~ -.,, ... ...... w

111

EXHIBIT B TO SCHEDULE 4.1.3

BUSINESS PLAN ASSUMPTIONS

[See the attached.]

Page 61 of67

112

Schedule 4.1.3 ExhibitB

George Mason University I INTO Pro Forma Assumptions:

Tuition, University Student Fees, Housing and Board rates will increase each fiscal year and will not be

less than the University approved rates. The following rates are used for Fall, Spring and Summer terms

unless noted otherwise in the Business Plan for Year 1:

Undergraduate Pathway Tuition Rate: $15,750 per term (includes $1,410 University student fee)

Graduate Pathway Tuition Rate: $15,750 per term (includes $1,410 University student fee)

Academic English Tuition Rate: $7,350 per term (includes $1,410 University student fee)

Meal Plan for Fall and Spring Term (plus 15%): $3,000 per plan

Meal Plan for Summer Term (plus 15%): $2036 per plan

Room Rate for Academic Year (plus 15%): $5,089 per term per residential bed

General English Tuition Rate: $425 per week is the average rate for a 15-20 week program (a 5-10 week

course will run $450 per week and 25-30 will be $400) with a 3% increase used in years 2-10 for

forecasting.

Undergraduate and Graduate Pathway Instructional Costs: $10,410 per student in Year 1, $10,000 per

student in Year 2, $9,475 per student in Year 3, $9,570 in Year 4 and $9,857 in Year 5. Inflation rate

increase of 3% is used in years 6-10 for forecasting.

Academic English Instructional Costs: $5,415 per student in Year 1, $5,125 per student in Year 2, $4,870

per student in Year 3, $4,920 in Year 4, and $5,068 in Year 5. Inflation rate increase of 3% is used in

years 6-10 for forecasting.

General English Instruction Costs: $5,415 per student in Year 1, $5,125 per student in Year 2, $4,870 per

student in Year 3, $4,920 in Year 4, and $5,068 in Year 5. Inflation rate increase of 3% is used in years 6-

10 for forecasting.

Room and Meal Plans: Direct costs will be approximately 85% of rates charged. The Joint Venture will

pay to the University the University's established rate.

Student Housing: The Joint Venture will pay to the University an annual residential per bed rate of

$3,470 on 270 beds. The per bed rate of $3,470 does not include costs of utilities as those costs will be

paid by the Joint Venture. An annual inflation rate increase of 3% for residential beds provided in the

Global Center facility is used in years 2-10 for forecasting. For additional housing requirements beyond

the accommodations in the Global Center facility, the JV will pay to the University the University's

published rate.

113

Incentive Fee to INTO: 5% of tuition and housing margin less University charges.

Educational Services Fee to University: 1% of tuition and housing margin less University charges.

University Student Fee: 100% of University student fees paid by the students will be remitted to the

University.

Referral Fees (Agent Commission): Estimated 11% of tuition revenues for Pathway programs and 14% of

tuition revenues for Academic and General English.

Facility Costs: Joint Venture will pay to the University for the actual operating and financial cost of the

facilities used, including but not restricted to the aggregate of the total debt service as well as the actual

costs of maintenance, utilities, security, technology, and other charges related to the Global Center

facility. Further, the Joint Venture will pay into a Capital Repair Reserve at a rate not less than $156,000

for each year covered under the contract.

Marketing Costs: Joint Venture will pay a flat annual marketing fee of $1.2M with a 3% increase used in

years 2-10 for forecasting.

Administrative Fee: Joint Venture will pay an equal flat annual administrative fee of $250,000 with an

annual inflation rate of 5% to both INTO and the University. Inflation rate increase of 3% is used in years

6-10 for forecasting.

Administrative and Academic Support: JV will pay the University the actual costs for all administrative

and academic support personnel supporting the JV.

Facility Generated Revenues:

1. The University will remit to the Joint Venture all revenues less University expenses for the

following activities:

a. Parking permits sold through the University's Parking Services for parking spaces

associated with the facility in addition to all renewal or replacement costs which will be

directly charged to the Joint Venture

b. Rental income associated with the use of the current Global Center large ballroom

c. Dining commission revenues received (currently 20% commission) less University

expenses for the dining section in the Global Center facility

114

Schedule 4.2.1

IUP Compensation Due from University

For each undergraduate-level Student in INTO Mason Programs who Successfully Completed such program/subs~guent enrollment at University

Year 1 (INTO Year2 Year3 Year 4 (University) and Mason Program) (University), each (University), each subsequent years, as applicable,

semester semester each semester (limited to the first University degree for that student)

None 6% of Base Tuition 6% of Base Tuition 6% of Base Tuition applicable to applicable to an applicable to an an undergraduate student undergraduate undergraduate student student

For each graduate-level Student in INTO Mason Programs who Successfully Completed such program/subsequent enrollment at University

Year 1 (INTO Mason Year 2 (University), each Year 3 (University) and subsequent Program) semester years, as applicable, each semester

(limited to the first University degree for that student)

None 6% of Base Tuition 6% of Base Tuition applicable to a applicable to a graduate graduate student student

University shall be liable for payment for each student, only to the extent that Base Tuition has been paid by such student.

In the first three (3) years following the Effective Date of this Agreement, the fees set forth in this Schedule 4.2.1 to be paid by University to IUP and that are related to INTO Mason Program Students shall only apply to those Students over and above the minimum threshold of 100 students.

Page 62 of 67

115

For Direct Entry Students admitted as an undergraduate student at University

A fee calculated by the following formula:

(A-B-C)x D

where:

A= actual number of international undergraduate students enrolled during the current academic year; B = the number of international undergraduate students enrolled during the current academic year who have Successfully Completed INTO Mason Programs; C =the three-year average taken over the school years 2011-12, 2012-13 and 2013-14 of the number of international undergraduate students enrolled in University (the "Undergraduate Benchmark"); and D =six percent (6%) of the Base Tuition applicable to an undergraduate student.

For Direct Entry Students admitted as a graduate student at University

A fee calculated by the following formula:

(A-B-C) x D

where:

A = actual number of international graduate students enrolled during the current academic year; B = the number of international graduate students enrolled during the current academic year who have Successfully Completed INTO Mason Programs; C =the three-year average taken over the school years 2011-12, 2012-13 and 2013-14 of the number of international graduate students enrolled in University (the "Graduate Benchmark"); and D =six percent (6%) of the Base Tuition applicable to a graduate student.

University shall be liable for payment for each student, only to the extent that Base Tuition has been paid by such student.

Follow-on Professional Recruiter/Counselor Commission (pass-thru):

Not including any year a Student is in an INTO Mason Program, for the first year a Student or Direct Entry Student enrolls as a student at University in a degree seeking program, University agrees to pay follow-on commissions to Professional Recruiter/Counselors (provided that the Student is sourced through such), in the amount often percent (10%) of the Base Tuition applicable to an undergraduate student or a graduate student, as applicable

Page 63 of 67

116

Schedule 4.2.2

IUP Compensation due from the Company

Marketing Fee

The Company agrees to pay TIJP an annual marketing fee (the "Marketing Fee") of One Million Two Hundred Thousand Dollars ($1,200,000), for those services as outlined on Schedule 2.5.1, commencing on January 1, 2014 (prorated through the Fiscal Year ending July 31, 2014). The Marketing Fee shall increase by three percent (3%) per year commencing with the Fiscal Year commencing August 1, 2014. The Marketing Fee shall be paid on a quarterly basis cominencing on the Effective Date or as reasonably practicable thereafter.

Current Professional Recruiter/Counselor Commission:

The Company agrees to pay the actual cost of commissions for Professional Recruiter/Counselors for Pathways, Academic English and General English (provided that the Student has been sourced through a Professional Recruiter/Counselor) in the amount of twenty­five percent (25%) of INTO Mason Program tuition for Academic English or General English and ten percent (10%) of INTO Mason Program tuition for Pathways. IUP shall provide documentation evidencing such costs actually incurred by INTO and the Company shall pay such commissions directly to such Professional Recruiter/Counselors.

In the event any Professional Recruiter/Counselor's commissions increase above the amounts set forth above, IUP shall give prompt written notice to the Company, and IUP and the Company shall meet and confer in order to mutually decide whether to continue the services of such Professional Recruiter/Counselor.

Cost Reimbursement for Operational Support Services

The Company shall pay IUP (or its Affiliate) the proportional direct costs of providing administrative and other operational support services as outlined on Schedule 2.5.3. The scope and cost of such services shall be negotiated periodically as necessary and in good faith between the Company and IUP.

Page 64 of67

117

Schedule 8.5.1

Buyout Calculation for Termination for Convenience

The fee payable pursuant to Section 8.5.1 shall be equal to:

I. Transitional Costs (actual); plus 2. Reimbursement of Remaining Capital and loan Costs (discounted); plus 3. Value ofEBITDA, intellectual capital, fees and royalties for the remainder of the

contract period;

where

1. Transitional Costs are based on actual costs incurred; 2. Reimbursement of Remaining Capital Costs includes loans and other capital investment that are discounted for the remaining value; and 3. Value of EBITDA, intellectual capital, fees and royalties for the remainder of the

contract period are based on independent valuations; and 4. EBITDA shall be the average of the last three years' EBITDA as per the annual

accounts, where: a. the Parties carry on negotiations in good faith; and b. independent valuations use EBITDA, intellectual property, fees and royalties and an

appropriate discount rate.

For the purpose of these calculations, the above should include EBITDA, intellectual capital, fees and royalties payable to IUP 2 LLP and/or INTO USA LLC.

Mandatory mediation will trigger ifIUP and University cannot agree on the fee payable in respect of the three components of the formula.

Page 65 of67

118

Appendix 1

Debt Service and Annual Capital Repair Reserve Funds for 4352 Mason Pond Drive, Fairfax, Virginia

[See the attached]

Page 66 of67

119

Appendix 1 Information on Debt Service costs

Original

Year/ Series Principal Interest Issued ($M) Rates Bond Term Final Maturity

2007 A $18.00 4.5- 5.0% 30 Years 2038 2009A $25.19 2.1- 5.0% 30 Years 2039 20098 $8.30 3.0- 5.0% 30 Years 2040

Total $51.49

Ffscal Year Series 2007A Series 2009A Serles2009B T°"I

Principal Interest Subtotal Principal Interest Subtotal Princlpal Interest Subtotal Prlnc!pal Interest Subtotal

FY2013 335,000.00 787,500.00 1,122,500.00 470,000.00 1,160,637.50 1,630,637.50 140,000.00 378,975.00 518,975.00 945,000.00 2,327,112.50 3,272.112.50

FY2014 3S5,000.00 770,250.00 1,125,250.00 400,000.00 1,139,837.50 1,629,837.50 145,000.00 371,850.00 516.850.00 990,000.00 2,281,937.50 3,271,937.50

FY2015 375,000.00 752,000.00 1,127,000.00 505,000.00 1,121,431.25 1,626,431.25 155,000.00 364,350.00 519,350.00 1,035,000.00 2,237,781.25 3,272,781.25

FY2016 300,000.00 732,875.00 1,122,875.00 525,000.00 1,101,987.50 1,626,967.50 165,000.00 356,350.00 521,350.00 1,080,000.00 2,191,212.50 3,271,212.50

FY2017 410,000.00 712,875.00 1,122,875.00 550,000.00 1,080,525.00 1,630,525.00 170,000.00 347,975.00 517,975.00 1,130,000.00 2, 141,375.00 3,271,375.00

FY2018 435,000.00 691,750.00 1,126,750.00 570,000.00 1,058,450.00 1,628,450.00 180,000,00 339,225.00 519,225.00 1,185,000.00 2,089,425.00 3,274,425.00

FY 2019 455,000.00 669,500.00 1,124,500.00 595,000.00 1,033,650.00 1,628,650.00 19C,000.00 329,975.00 519,975.00 1,240,000,00 2,033, 125.00 3,273, 125.00

FY 2020 480,000.00 646,125.00 1,126,125.00 620,000.00 1,006,368.75 1,626,368.75 200,000.00 320,225.00 520,225.00 1,300,000.00 1,972,718.75 3,272,718.75

FY 2021 505,000.00 621,500.00 1,126,500.00 650,000.00 976,456.25 1,626,456.25 210,000.00 309,975.00 519,975.00 1,365,000.00 1,907,931.25 3,272,931.25

FY 2022 530,000.00 595,625.00 1,125,625.00 685,000.00 944,750.00 1,629,750.00 220,000.00 299,225.00 519,22S.OO 1,435,000,00 1,639,600.00 3,274,600.00

FY 2023 555,000.00 568,500.00 1,123,500.00 715,000.00 911,768.75 1,626,768.75 230,000.00 287.975.00 517,975.00 1,500,000.00 1,768,243.75 3,268,243.75

FY 2024 585,000.00 540,000.00 1,125,000.00 750,000.00 876,743.75 1,626,743.75 245,000.00 276,100.00 521,100.00 1,580,000.00 1,692,843.75 3,272,843.75

FY 2025 610.000.00 511,650.00 1,121,650.00 790,000.00 839,275.00 1,629,275.00 255,000,00 263,600.00 518,600.00 1,655,000.00 1,614,525.00 3,269,525.00

FY2026 640,000.00 483,525.00 1,123,525.00 830,000.00 798,775.00 1,828,775.00 270,000.00 250.475.00 520,475.00 1,740,000.00 1,532,775.00 3,272,775.00

FY2027 670,000.00 454,050.00 1,124,050.00 870,000.00 756,275.00 1,626,275.00 280,000.00 23e,725.00 516,725,00 1,820,000.00 1,447,050.00 3,267,050.00

FY2028 700,000.00 423,225.00 1,123,225.00 915,000.00 711,650.00 1,626,650.0C 295,000.00 223,456.25 518.456.25 1,910,000.00 1,358,331.25 3,268,331.25

FY2029 735,000.00 390,937.50 1,125,937,50 965,000.00 664,887.50 1,629,887.50 310,000.00 209,437.50 519,437.50 2,010,000.00 1,265.262.50 3,275,262.50

FY2030 765.000.00 357,187.50 1,122,187.50 1,015,000.00 615,625.00 1,630,625.00 325,000.00 193,562.50 518,562.50 2,105,000.00 1,166,375.00 3,271,375.00

FY2031 800,000.00 321,975.00 1,121,975.00 1,065,000.00 563,625.00 1,628,625.00 340,000.00 178,212.50 518,212.50 2,205,000.00 1,063,612.50 3.268,812.50

FY2032 840,000.00 285,075.00 1.125,075.00 1,120,000.00 509,000.00 1.629,000.00 355,000.00 163,443.75 518,443.75 2,315,000.00 957,518.75 3,272,518.75

FY2033 880,000.00 246,375.00 1,126,375.00 1, 175,000.00 451,625.00 1,626,625.00 370,000.00 146,037,50 518.037.50 2,425,000.00 846,037.50 3,271,037.50

FY2034 92-0,000.00 205,875,00 1,125,875.00 1,235,000.00 391,375.00 1,626,375.00 385,000.00 131,512.50 516,512.50 2,540,000.00 728,762.50 3.268.762 .50

FY2035 960,000,00 163,575.00 1,123,575.00 1,300,000.00 328,000.00 1,628,000.00 405,000.00 113,737.50 518,737.50 2,665,000.00 605,312.50 3,270,312.50

FY2036 1,005,000.00 119,362.50 1,124,362.50 1,370,000.00 261,250.00 1,631,250.00 425,000.00 95,062.50 520,062.50 2,800,000.00 475,675.00 3,275,675.00

FY2037 1,050,000.00 73, 125.00 1,123,125.00 1,440,000.00 191,000.00 1,631,000.00 445,000.00 75,487.50 520,487,50 2,935,000.00 339,612.50 3,274,612.50

FY2038 1,100,000.00 24,750.00 1,124,750.00 1,510,000.00 117,250.00 1,627,250,00 465,000.00 55,012.50 520.012.50 3,075,000.00 197,012.50 3,272,012.50

FY2039 0.00 0.00 o.oo 1,590,000.00 39,750.00 1,629,750.00 485,000.00 33,637.50 516,637.50 2,075,000.00 73,367.50 2,146,387,50

FY2040 0.00 0.00 0.00 0.00 0.00 0.00 505,000.00 11,362.50 516,362.50 505,000.00 11,362.50 516,362.50

Total 17,085,000.00 12,149,187.50 29,234,187.50 24,315,000.00 19,651,968.75 43,986,968.75 8,165,000.00 6,.364,962.50 14,529,962.50 49,565,000.00 38,166,118.75 87,731,118.75

120

Information on Capital Repair Reserve

Estimated Replacement Estimated Reserve Target at 3% of Facility Reserves Gross Square Footage Cost/Gross Square Foot • Replacement Value Replacement Value Global Center 173,035 $300.00 51,911 $ 1,557,315

Yearl JV pays in to the Capital Repair Reserve 156,000

Year2 JV pays in to the Capital Repair Reserve 156,000

Year3 JV pays in to the Capital Repair Reserve 156,000

Year4 JV pays in to the Capital Repair Reserve 156,000

Years JV pays in to the Capital Repair Reserve 156,000

Year6 JV pays in to the Capital Repair Reserve 156,000

Year7 JV pays in to the Capital Repair Reserve 156,000

Years JV pays in to the Capital Repair Reserve 156,000

Year9 JV pays in to the Capital Repair Reserve 156,000

Year 10 JV pays in to the Capital Repair Reserve 156,000

Year 11 JV pays in to the Capital Repair Reserve 156,000

Year12 JV pays in to the Capital Repair Reserve 156,000

Year13 JV pays in to the Capital Repair Reserve 156,000

Year14 JV pays in to the Capital Repair Reserve 156,000

YearlS JV pays in to the Capital Repair Reserve 156,000

Year 16 JV pays in to the Capital Repair Reserve 156,000

Year17 JV pays in to the Capital Repair Reserve 156,000

Year 18 JV pays in to the Capital Repair Reserve 156,000

Year 19 JV pays in to the Capital Repair Reserve 156,000

Year 20 JV pays in to the Capital Repair Reserve 156,000

Year 21 JV pays in to the Capital Repair Reserve 156,000

Year 22 JV pays in to the Capital Repair Reserve 156,000

Year 23 JV pays in to the Capital Repair Reserve 156,000

Year 24 JV pays in to the Capital Repair Reserve 156,000

Year 25 JV pays in to the Capital Repair Reserve 156,000

Year 26 JV pays in to the Capital Repair Reserve 156,000

Year 27 JV pays in to the Capital Repair Reserve 156,000

Year 28 JV pays in to the Capital Repair Reserve 156,000

Year 29 JV pays in to the Capital Repair Reserve 156,000

Year 30 JV pays in to the Capital Repair Reserve 156,000

121

Appendix 2

Renovation and Alteration Works on Teaching Administration Buildings and the Residential Buildings

[See the attached]

Page 67 of67

122

Appendix2 MASON INN CONVERSION - REVISED PROJECT COSTS

NOTES

Revised YR 1 Budget - 2/20/14 Construction Costs Other Costs

General Public Areas and Management Spaces Replace Storefront door on the interior lobby side to

install security swipe(inc. cost of swipe & push button

Building Entrance- main $45,000 $15,000 access) Garage Stair $5,000 Add Card Access Control Student Services Desk $5,000 Modify for 2-3 persons

Admin. Offices·behind front desk $26,000 Patch/paint /elect/data/remove walls

Site no changes - only way finding signs

Elevators No finish changes - Access Control only 1Lov1.1Y aesK grapn1cs & airect1ona1 & Km 1aent1trcat1on

Entry Lobby Signage including Bldg Directory $3,500 $14,000 signage

Gift Shop $5,000 Relocate ATM

Monitor Displays throughout-including power, data &

Digital Centers-10 Total $24,000 $12,000 installation.

Meditation Room & Foot Baths $30,000

Sub-total $138,500 $46,000

Dining and Related Lounge Areas

Dining POS $2,000

Bar Conversion $22,000 Includes kitchen equipment & paint/graphics Patio $18,000

Remove closet doors, convert beverage station, Dining Area Modifications $25,000 remove hostess, add condiment station Dining Furniture $60,000 Order new to match existing

Kitchen $60,000 Misc. kitchen equipment ind. drink stations Back of House Offices (food service only) $8,000 Open Shelving at Lobby $3,000

Bar Area Seating $12,000 Remove bookcases/ add counter· Both Sides Accent Colors/Graphics in Dining $3,000 $11,500 Servery Station & Dining Entrance Graphics Vending Area modifications $8,000 Addition of Starbucks Vending Machine Lounge Furniture $25,000 New or reupholstered Modification to tray return area $6,000 Add graphics wall to hide area from view Serverv modifications $100,000

Sub· total $207,000 $156,500

Housing and Related Spaces

RD Apt -1 bathrm convert to kitchen, W/D & ADA bathroom $65,000 Additional ADA bathroom modifications Standard Room remove hdbd/patch & paint $0 Included below Fitness Center conversion to student room $10,000 Modifications to provide full bath

t\e11aouble sinK/Ktlchen cabinets-/modifV entry1MuM

Pantry/Lounge $200,000 $30,000 drinking fountain & furniture

ADA Unisex Toilet Room Floors 3 & 6 $20,000 In area of existing Ice Machine

Laundry Space $24,000 On Floors 4 & 5

$600,000 Option B· Consolidate exist furn. On 2·4 floors·

Furniture· student rooms purchase new on 5·7 fls.

Former Ice Machine Soace -conv to Trash Rm $24,000 Floors 2,3,6 & 7

Corridors {Residence areas only) $30,000 Change light fixture globe/replace fixture Remove Closet doors/ patch wall & carpet Sprinkler Modifications in rooms req'd VCT replacement in Foyer $162,150 141 rooms x 1150. incl. rm painting & headbd removal Elevator Lobby Accent Color/Paint $3,000

Tack Boards at Elevator Lobby Area $350 $1,800

Selective wall covering removal/Accent paint $0 Corridor Floors

Relocation Cost for furniture $55,000

Additional accessories for student rooms $29,500 task lights & safe

Sub·tota! $538,500 $716,300

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Revised YR 1 Budget - 2/20/14

lassrooms AV updates including additional data/power

Electronic Access Control @ Classrooms Whiteboards 2 per Room

ack boards 1 per room Classroom furniture- Same both Options Small Ball Room

Learning Center

ubdivlde Meeting room# 2

Convert back of house space - 2 classrooms orrldor 734

Sub-total

Miscellaneous Offices and Back of House

large laundry-to remain Ballroom Storage to remain Convert 1509 to Offices

Provide new office furniture per INTO standard

Sub-total

Miscellaneous Project Expenses

Inspections

A/E fees Building Graphics Way Finding - Monument sign/ Bldg. !dent. Sign IT general upgrade

Security and Access Systems General

Security and Access Systems-Student rooms

Moving Costs BCOM Expenses

ccessibility (Site) General Housekeeping/cleaning

Sub-total

NOTES

Construction Costs Other Costs

$30,000

$2,500 $1,000

$0

$20,000

$100,000

$98,000 $8,000

$259,500

$0 $0

$45,000

$30,000

$75,000

$5,000

$124,982 $12,000 $2,500

$12,000

$20,000 $5,000

Page 2 of 2

$301,000 $0

$20,000 $3,750

$131,000

$181,000

$636,750

$170,000

$170,000

$26,000 $9,000

$405,000

$50,000

$40,000

Information from Dolt incl. Small Ballroom

$4,000 I classroom x 14 Includes installation

258 seats x $506.25 +delivery & install

Add 14 data/power, new furniture & 5-laptop carts @

$24,300/cart

Subdivide to create (2) smaller rooms.

Corridor upgrade for new classrooms

Remove all furniture & replace w/ benching system

ind. paint/data/elect/flooring

Interior graphics package lnluding parking lot Identification Option 1- Replace Tower Infrastructure Additional card swipes & door contacts for Ground Level/security room

Room Door locks-Correct known deficiencies Year 1-$SOOK required for Yr. 2 & 3

$150,000 Additional office furniture removal

$50,000 $730,000

124

AFFILIATION AGREEMENT by and between

GEORGE MASON UNIVERSITY and MERCATUS CENTER, INC.

THIS AFFILIATION AGREEMENT ("Agreement"), dated this 5th day of April, 2011, (the "Effective Date"), is made by and between George Mason University ("Mason" or the "University"), a Virginia institution of higher education and state agency, located at 4400 University Drive, Fairfax, Virginia, 22030-4444, and Mercatus Center, Inc. ("Mercatus"), a Virginia not-for-profit non-stock corporation with offices located at 3351 Fairfax Drive, 4th Floor, MSN 5C7, Arlington, Virginia 22201 (together, the "Parties").

WHEREAS, Mercatus formerly conducted business as an unincorporated entity at Rutgers University; and

WHEREAS, in 1980, at the request and invitation of George Mason University, Mercatus moved its operations to George Mason University; and

WHEREAS, Mercatus was created in 1987 as a not-for-profit organization named Center for the Study of Market Processes, Inc., incorporated in Virginia as a non-stock corporation; and

WHEREAS, in May, 1994, the name of the corporation was changed to Center for Market Processes, Inc.; and

WHEREAS, in June, 1998, the corporation registered with the Virginia State Corporation Commission to do business under the name of "James Buchanan Center for Political Economy" (the "James Buchanan Center''); and

WHEREAS, in February, 1999, the name of the corporation was changed to Mercatus Center, Inc.; and

WHEREAS, Mercatus is a separately incorporated Virginia nonstock corporation and is an organization described in Internal Revenue Code section 501 (c)(3) and was created for the purpose of providing a forum for the study of the theory and history of market policies, educating students in the workings of the market process, developing research on the market economy, teaching Austrian economics to undergraduate and graduate level students, and developing research in Austrian economics; and

WHEREAS, in 1983, pursuant to and in accordance with the requirements of its Faculty Handbook, a policy adopted by the Board of Visitors of Mason, Mason created a division of the University called a Center (as defined in the Faculty Handbook) named the Center for the Study of Public Choice ("CSPC"); and

WHEREAS in 1998, pursuant to and in accordance with the requirements of its Faculty Handbook, Mason created a division of the University called a Center (as defined in the

Page 1 of 7 125

' .

Faculty Handbook) named the James M. Buchanan Center for Political Economy ("JBC"), which is no longer in existence; and

WHEREAS, in 2001, pursuant to and in accordance with the requirements of its Faculty Handbook, a policy adopted by the Board of Visitors of Mason, Mason created a division of the University called a Center (as defined in the Faculty Handbook) named the Mercatus Center ("MC"); and

WHEREAS, the Parties had entered into that certain agreement dated March 26, 2001, styled "Memorandum of Understanding" ("MOU"), by and among MC, JBC, CSPC, and Mason, which MOU in turn supplemented that certain prior agreement dated January 1, 1998 by and between JBC and Mason; and

WHEREAS, the Parties wish to set forth their respective roles and responsibilities, and to supersede the terms of any prior agreement which set forth such obligations; and

WHEREAS, the Parties wish to set forth the terms and conditions of a mutually beneficial affiliation;

NOW, THEREFORE, IN CONSIDERATION of the mutual promises and benefits hereunder and other good and valuable consideration, the Parties mutually agree to all of the following:

1. Center Designation.

a. MC shall be a Center of the University, as defined in the Faculty Handbook. b. The Faculty Director of MC shall be appointed jointly by the Mercatus Board of

Directors and the Mason Provost. The Faculty Director shall report to the Provost.

c. Employees of Mercatus may be given Affiliate Faculty status with MC.

2. Mercatus Board of Directors.

a. Notwithstanding anything to the contrary in its Articles of Incorporation or Bylaws, the Board of Directors of Mercatus agrees that it shall not appoint any person to the Board of Directors of Mercatus without the prior approval of that person by the Mason Provost.

b. The Parties agree that MC shall be governed by Mason, through the Faculty Director, and the Mercatus Board of Directors.

c. The Mercatus Board of Directors shall retain all fiduciary responsibility and authority to direct Mercatus finances, all contracts of employment for Mercatus employees, the termination of this Agreement in accordance with its terms, and the dissolution of the corporation.

3. Mercatus Representations: Mercatus represents and warrants that:

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a. all activities and programs of Mercatus shall be carried out consistently with the educational and research missions of Mason;

b. Mercatus' activities shall in no way affect the not-for-profit tax status of Mason, and shall in no way affect the not-for-profit or 501 (c)(3) status of Mercatus;

c. Mercatus shall cooperate with other units of Mason on projects of mutual interest; d. Mercatus shall mention Mason appropriately in all literature it publishes; e. Mercatus is solely responsible for the evaluation, compensation, benefits, and

payroll for all of its own employees; and f. Mason shall issue appropriate identification cards to individuals designated in

writing by Mercatus. Mercatus agrees to follow all Mason deadlines, regulations, rules, and procedures for the issuance of such cards.

4. Use of Universitv Space.

a. Mason agrees to permit Mercatus to occupy certain office space on the Arlington campus; however, all such use of space shall be subject to the terms and conditions of a Space Usage Agreement, using Mason's standard form, to be entered into by the Parties which identifies such certain office space. Such Space Usage Agreement shall include provisions regarding which party shall bear the costs of utilities, telephone service, information technology services, and other necessary services.

5. Affiliate Faculty Member Appointments.

a. Affiliate Faculty Members. Certain employees of Mercatus may be appointed by Mason as Affiliate Faculty Members (as defined in the Mason Faculty Handbook), in accordance with all Mason procedures regarding such appointments. The designation as Affiliate Faculty Member is an honorific title, and shall not constitute an employment agreement between the appointee and Mason. Mercatus agrees to follow all Mason procedures, rules, and deadlines for the appointment of Affiliate Faculty Members. The Parties understand that only the Mason Office of the Provost is authorized to appoint Affiliate Faculty Members.

6. Tuition Waiver.

a. The University agrees to pay the tuition cost for full-time and part-time employees of MC to take a number of classes equal to the number of classes that a Mason employee would be entitled to take under the Tuition Waiver Program. In taking such classes, all MC employees shall be subject to the same rules that would applicable to Mason employees under the Tuition Waiver Program.

7. Centers.

a. The Parties recognize that the CSPC is a Center of Mason, which is organized and operates in accordance with the terms and conditions applicable to all

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Mason Centers, and is subject to the terms of the Faculty Handbook. The Charter of each Center shall govern the operation of each Center.

8. Use of Names.

a. Mason hereby permits Mercatus to use the name "George Mason University" and the primary Mason logo (trademark serial number 78396362), to describe Mercatus as "The Mercatus Center at George Mason University". Mercatus shall operate under its own seal and legal name for official business.

b. Except as specifically provided for herein, Mercatus shall not use, in its external advertising, marketing programs, or promotional efforts, any name or trademark of Mason except on the specific written authorization in advance by Mason. Nothing in this section shall prohibit Mercatus from using "Mercatus Center at George Mason University" on its publicly available material.

c. Mason agrees to mention Mercatus appropriately in its own literature, directories and signage.

9. Term. This Agreement shall be for a period of seven (7) years from the Effective Date (the "Term").

10. Termination. Either Party may terminate this Agreement for cause in the event the other Party materially defaults in the performance of its obligations and fails to cure such default within a reasonable time period after receiving written notice of such material default. If a Party engages in conduct that is a material breach of this MOU, the other Party shall provide written notice of such breach. Within thirty (30) days of such notice, the Parties shall confer, and the breaching party shall be afforded the opportunity to correct or cure such breach within thirty (30) days of such conference. If such breach continues after such thirty (30) day period, the non-breaching Party may terminate this Agreement by providing written notice of termination to the breaching Party; termination shall be effective no sooner than nine (9) months from the date of such written notice of termination.

11. General.

a. Notice. Any notice required by this Agreement shall be in writing and shall be deemed given when sent, postage prepaid, through the United States Postal Service by certified mail, return receipt, or when sent by nationally recognized overnight delivery service, or personally served upon the appropriate party.

b. Applicable Law: Venue. This Agreement shall be construed, governed and interpreted by and in accordance with the laws of the Commonwealth of Virginia.

Page 4 of 7 128

Any litigation with respect to this Agreement shall be brought before a court of competent jurisdiction in the Commonwealth of Virginia. Mercatus agrees that it shall at all times comply with all applicable material federal and state laws and regulations. Material applicable regulations may include but are not limited to information technology security policies published by the Virginia Information Technology Agency, including: Information Technology Security Policy (SEC500-02) Information Technology Security Standard (SEC501-01) Information Technology Security Audit Standard (SEC502-00).

c. Entire Agreement. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter herein and supersedes all prior oral or written agreements between the Parties with respect to the subject matter herein, and specifically supersedes that certain Memorandum of Understanding by and among the Mercatus Center, the James Buchanan Center for Political Economy, the Center for Study of Public Choice, and Mason, dated March 26, 2001. This Agreement can be modified or amended only by a writing signed by qualified representatives of the Parties.

d. Severability. Should any portion of this Agreement be declared invalid or unenforceable for any reason, such portion is deemed severable from the Agreement and the remainder of this Agreement shall remain fully valid and enforceable.

e. Waiver. The failure of a party to enforce any provision in this Agreement shall not be deemed a waiver of such right.

f. Assignment. Neither party shall assign or otherwise transfer its rights or delegate its obligations under this Agreement without the prior written consent of the other Party. Any attempted assignment, transfer or delegation without such consent shall be void. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns.

g. Independent Contractors. The relationship of the Parties to each other is solely that of independent contractors. No party shall be considered an employee, agent, partner or fiduciary of the other except for such purposes as may be specifically enumerated herein, nor shall anything contained in this Agreement be construed to create any partnership or joint venture between the Parties. The University does not sponsor, endorse, or make any express or implied warranties for Mercatus. The Parties acknowledge that each is an independent entity and agree that neither will be liable, nor will be held out by the other as liable, for any of the other's contracts, torts, or other acts or omissions, or those of the other's trustees, directors, officers, staff, or other agents. Mercatus further acknowledges that the Commonwealth of Virginia shall not be liable for any of Mercatus' contracts, torts, or other acts or omissions.

Page 5 of 7 129

h. Nondiscrimination. Both Parties to this Agreement agree to not discriminate on the basis of any basis prohibited by law or Mason's policy 1201 (Non­Discrimination Policy).

i. Force Majeure. Neither Party shall be responsible for any delay or failure in performance resulting from any cause beyond its control, including, without limitation, war, terrorism, strikes, civil disturbances, and acts of God.

j. Sovereign lmmunitv. Nothing in this Agreement shall be deemed a waiver of the sovereign immunity of the Commonwealth of Virginia.

k. Authorized Signatures. The signatory for each Party certifies that he or she is an authorized agent to sign on behalf such Party.

I. Conflicts of Interest. No employee of the University may receive compensation from Mercatus which would constitute a violation of the Virginia Conflict of Interests Act.

m. No Third-Party Beneficiaries. Notwithstanding any provision to the contrary in this Agreement, this Agreement does not and is not intended to confer any rights or remedies upon any person other than the Parties, and no third party shall be entitled to rely on any representation , warranty or agreement of the Parties contained in this Agreement.

n. Insurance. Mercatus shall procure and continue in effect a comprehensive general liability insurance policy to protect against any and all claims for injury or damages to persons and property, real and personal, arising in any manner in connection with this Agreement, including but not limited to, a professional liability, libel, and slander endorsement(s) and a non-owned and hired vehicle liability policy (if applicable), each with $1,000,000 coverage per occurrence and a $2,000,000 umbrella policy. These policies will name George Mason University, the Commonwealth of Virginia, and their employees and agents, as Additional Insured. In locations where it is required, Workers Compensation coverage shall also be maintained. Mercatus shall furnish the University with certificates of insurance indicating such coverage. Mercatus agrees to keep the University advised of any changes in this policy and to provide the University with a copy of the Additional Insured endorsement of the policy.

o. Registration. If Mercatus is a stock or nonstock corporation, limited liability company, business trust, or limited partnership, or is registered as a registered limited liability partnership, it shall be authorized to transact business in the Commonwealth of Virginia as a domestic or foreign business entity if so required by Title 13.1 or Title 50 of the Code of Virginia, or as otherwise is required by law. In the event Mercatus fails at any time to maintain such registration, this Agreement is voidable by the University.

Page 6 of 7 130

p. Liabilitv. Notwithstanding any provision to the contrary in this Agreement, neither Party shall be liable for incidental, consequential, punitive, indirect, or specific damages including, without limitation, lost business profits or revenue. This limitation is a critical element of the Parties' bargained-for consideration and will be effective even in the event the limited Party is informed in advance of the possibility of such damages.

WITNESS the following signatures of the Parties:

GEORGE MASON UNIVERSITY:

Date:&'h~ $~¥A/~ Maurice W. Scherrens Senior Vice President

Date: 6/ q;( t{ ~~ L l -Perii:arns Provost

Date:>\~\ 1l Richard H. Fink, Director

Page 7 of 7 131

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141

SMITHSONIAN INSTITUTION - GEORGE MASON UNIVERSITY SMITHSONIAN-MASON CONSERVATION EDUCATION PROGRAM

MEMORANDUM OF UNDERSTANDING

The Smithsonian Institution and its National Zoo has a long history of collaborating closely with strategic partners to advance its important goals. The specific goals of discovering and understanding biological diversity and advancing scientific solutions to conserving wildlife cannot be achieved without significant creative collaboration. Toward that end, the Institution has created a Master Plan for the National Zoo which specifically contemplates and desires a campus-like setting, with space capable of hosting multiple partners that share our goals and are willing to work together with our scientists and staff to advance forward progress. This agreement is the first of what the Institution hopes will be many partnerships assisting in advancing the Institution's mission of the increase and diffusion of knowledge.

THIS MEMORANDUM OF UNDERSTANDING ("MOU"), dated this 10th day of October, 2008 (the "Effective Date"), is made by and between The Smithsonian Institution ("SI"), a non­profit trust instrumentality of the United States, established by the U.S. Congress in 1846, and George Mason University ("Mason"), an institution of higher education of the Commonwealth of Virginia (together, SI and Mason are referred to as the "Parties").

The purpose of the MOU is to establish a collaborative academic program, the "Smithsonian­Mason Conservation Education Program," to provide undergraduate students, graduate students, and professional practitioners intensive, hands-on, accredited learning opportunities while in residence at the National Zoological Park's ("NZP") Conservation & Research Center ("CRC") in Front, Royal, Virginia. As envisioned, the Smithsonian-Mason Conservation Education Program would provide academic opportunities for up to 60 undergraduates per semester and accommodate an additional 60 graduate and professional students at one time, with flexibility to increase or decrease offerings to each student category to meet ongoing demand.

The Parties agree to the following:

I. Academic Program. It is the primary purpose of this collaboration to develop an academic program consisting of undergraduate courses and degrees, graduate courses and degrees, professional certificate programs, and non-credit courses and training in conservation science that draw upon the expertise ofNZP's wildlife conservation researchers and practitioners and Mason's multi-disciplinary faculty from the Mason Center for Conservation Studies (the entire academic program herein is defined as the "Academic Program"). Additionally, SI and Mason may sponsor conferences with other agencies and conservation organizations and overnight or day camps.

A. Facultv and Content. Mason faculty and SI faculty, who shall be employed by their respective organizations, will make up the Academic Program Faculty. SI will grant research associate appointments to Mason's faculty and staff, and Mason will grant SI faculty affiliate faculty status. The Academic Program Faculty shall determine courses to be offered, course requirements, course content, curriculum, degree and non-degree tracks, and course materials.

Pagelof8 142

B. Accreditation of the Academic Program. Mason will serve as the credit, certificate and degree-granting organization for the Academic Program. Accordingly, all courses that award Mason academic credit shall meet all Mason academic and accreditation requirements, including those of the Southern Association of Colleges and Schools, as determined by Mason. Professional training certification will be provided to those training workshops that meet defined curricula standards.

C. Admissions. Mason shall be responsible for enrollment of undergraduate students, graduate students, professionals, and conference attendees. Mason will publish the Academic Program courses in the University catalog and include the professional training courses under the Office of Continuing and Professional Education online offerings. Information regarding these courses also will be included on the NZP website. All qualified undergraduate, graduate and professional training candidates will be considered for admission in the Academic Program regardless of their institutional affiliations. Decisions regarding undergraduate tuition and mandatory fees, and housing and dining charges shall be made by Mason. Professional training and conference fee structures will be jointly determined by the Executive Committee; however in no event will the housing charge component of such fees be less than the amount projected necessary to pay the debt service.

II. Facilities for the Academic Program

A foundational element of the Smithsonian-Mason Conservation Education Program is Mason's and Sl's proximity to one another, which will allow students to live at CRC and take advantage of the nearby academic resources and student support systems of Mason's Northern Virginia campuses. Further, the Academic Program will incorporate visits to Smithsonian museums, Capitol Hill, and various conservation-related agencies and organizations in or near the District of Columbia.

A. Location. At CRC, the residential and academic facilities will be located within the previously developed center core of the property that is the hub of CRC' s existing residential and administrative buildings and human activities. Use of the surrounding expanse of CRC and access to its collections will follow SI's policies and protocols, as determined by SI; however, Program Facilities, defined below, shall be made available to meet all needs of the Academic Program.

B. Buildings. SI and Mason agree that the following facilities (collectively the "Program Facilities") will be needed to optimally house and support the students in the Academic Program at CRC: 1. Housing for students ("Student Housing"), including living facilities in an amount not

to exceed sixty (60) student beds and required supporting space; 2. Housing for participants in professional training ("Professional Training Housing"),

including living facilities in an amount not to exceed sixty student (60) beds and required supporting space;

3. Faculty housing;

Page 2 of8 143

4. Food service and Commons (the "Auxiliary Enterprise Facilities"); 5. Parking for residents in Student Housing and Professional Training Housing

(collectively "Resident Parking"); 6. Classrooms, laboratories, computer lab and workroom, IT service area and offices and

administrative support areas (collectively "Academic Facilities"); and 7. Utility Infrastructure to support both new construction and specified renovated

facilities, including sanitary sewer, storm water sewer, electrical, water, gas, data infrastructure.

8. Storage and related ancillary spaces, including those needed to support facility operations and maintenance requirements.

C. Standards. The Program Facilities will be operated in compliance with the SI regulations and polices, including the SI Safety Manual, SI Directive 401, "Use of Facilities for Special Events and Public Programs Special Events Policy for Outside Organizations," and Zoo Directive 515, "Use of Facilities and Housing at Front Royal." In all cases, Smithsonian security procedures will apply regarding access to the CRC and to SI facilities on the property. Program Facilities shall also be operated in accordance with all Mason policies and regulations. Where SI standards and Commonwealth of Virginia standards differ, the more stringent of the two standards will apply.

III. Responsibilities for Construction and Renovation of Program Facilities. SI and Mason will enter into a ground lease and a design and construction agreement, which will govern their respective construction/renovation responsibilities for the Program Facilities. The term of the ground lease will be no less than the longer of the useful life of the Student Housing, Professional Training Housing, and Auxiliary Enterprise Facilities or the bond repayment period. In general, each party will separately control, manage and account for the funds it contributes towards its portion of the construction or renovation and shall hire, oversee, and pay for its contractors in accordance with its own procedures. At the end of the lease, the property will revert with improvements to SL

A. Mason Contribution. Mason shall be responsible for funding and constructing of the Student Housing, Professional Training Housing, and Auxiliary Enterprise Facilities, and Resident Parking, described in Section II.B.1-5 above, and related utility infrastructure and storage described in Section II. B. 7 & 8. In no event shall Mason be obligated to spend more than twenty million dollars ($20,000,000.00) on such design and construction.

B. SI Contribution. SI shall be responsible for funding and renovating or constructing the Academic Facilities described Section II.B.6 above, and related utility infrastructure and storage described in Section II. B. 7 & 8. In no event shall SI be obligated to spend more than ten million dollars ($10,000,000.00) for such design, renovation or construction (this is exclusive of supporting prerequisite projeets such as infrastructure work and animal relocations that SI will accomplish separately).

C. Construction & Renovation Overruns. SI and Mason will work together to avoid cost overruns, but if they occur the parties will work together to find additional funds to

Page 3 of8 144

achieve the programmatic objectives of the construction and renovation projects and to cover the overruns as needed to finish the Program Facilities.

D. Funding. Mason intends to finanee its portion of the project by issuing state tax-exempt bonds, which it will repay using revenue generated by the Academic Program, including revenue from the housing and Auxiliary Enterprise Facilities. SI intends to finance its portion of the project using a combination of appropriated capital funds and private funds raised for infrastructure improvements and facility renovations. Neither SI nor Mason will be required to commence its portion of the construction or renovation until both Parties have secured sufficient financing for their respective portions. The Parties may agree to phase in facility development and renovation, dependent upon funds available.

E. Codes. SI and Mason will work together to detennine which requirements among the SI design standards and the Commonwealth of Virginia codes shall apply to each portion of the construction/renovation projects, with the most stringent requirement being applicable to the project.

IV. Operations and Budget. It is the intent of SI and Mason that all of the costs of the Smithsonian-\.fason Conservation Education Program, including the Academic Program; the cost of operating and maintaining the Program Facilities; and \.fason's debt service; will be paid from the revenue generated by the Academic Program. Revenue from the Academic Program shall include tuition, fees, and Auxiliary Enterprise Facilities charges. SI and Mason will enter into an operations agreement setting forth each party's operational responsibilities, including accounting and financial reporting, and the specific expenses that each party will recover from the revenue.

A. Budget. SI and Mason will jointly develop and approve annual budgets for the entire program.

B. Fundraising. SI and Mason will jointly develop an agreement or other written guidelines to govern the fund-raising activities of each institution with respect to the Academic Program and Program Facilities.

C. Debt Service. Mason will be responsible for paying its debt service in the event that Academic Program and Program Facilities revenue is insufficient to cover its annual debt service requirements.

D. Neither SI nor Mason (except in the case of debt service) will be obligated to expend its own funds in support of the Academic Program or Program Facilities, unless agreed to as part of the annual budget; however, it is acknowledged and agreed that revenue from the Academic Program and Program Facilities will be used to pay for debt service before \.fason shall be required to expend its own funds to cover costs of debt service.

V. Management and Decision Making. Decisions regarding budget and implementation of the Academic Program will be made by an Executive Committee. The Executive Committee will also provide oversight of the administration of the construction/renovation work, and the

Page 4 of8 145

operations, maintenance and security of the Program Facilities used to support the Academic Program.

A. Composition. The Executive Committee initially will be composed of three Mason representatives (the Provost or his or her designee, the Vice President for Administration, and a representative of the Mason Center for Conservation Studies) and three SI representatives (the NZP Director or his or her designee, the Associate Director for Conservation & Science, and a representative of the NZP 's Center for Conservation Education and Sustainability). Each member of the Executive Committee shall have an equal vote in the decisions of the Executive Committee. The NZP Director and the Provost will serve as co-chairmen of the Executive Committee. By agreement, the Executive Committee may delegate to Mason and SI staff day-to-day administrative responsibilities.

B. Dispute Resolution Process.

1. In the event members of the Executive Committee are unable to resolve disputes regarding implementation and administration of the Academic Program by consensus, the NZP Director and the Provost shall consult each other and resolve the issue.

2. In the event resolution cannot be reached between the Provost and the NZP Director for the matters related to use and access to CRC, the decision of SI is final, provided that access and use shall not be denied for purposes necessary to support the Academic Program.

3. In the event resolution cannot be reached between the Provost and the NZP Director, for those academic matters which are related to any award or credit awarded by Mason, the decision of Mason is final.

4. Other than matters covered in paragraphs 2 and 3 of this section, in the event resolution cannot be reached between the Provost and the Director the parties shall enter into non­binding mediation, the costs of which shall be borne equally, in order to resolve the dispute.

VI. Term and Option to Renew.

A. The term of this MOU (the "Term") shall be 30 years.

B. The parties may extend the Term by mutual agreement. The party seeking to renew the agreement shall provide the other written notice no later than 12 months prior to the expiration of the initial Term whether it wishes to extend the Term.

VIL Non-Exclusivity. Nothing in this MOU shall limit the ability of SI or Mason to collaborate with other institutions, universities or entities. The Academic Program may be expanded to include other institutions upon mutual consent. Either Party may recommend such expansion at any time, outlining its merits to the Academic Program.

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VIII. Use of Names. Neither party shall use, in its external advertising, marketing programs, or promotional efforts, any data, name, insignia, trademarks, pictures or other representation of the other party or its employees except on the specific written authorization in advance by the other party. All requests for authorization must be received in writing no later than ten (10) days in advance of the use date. Neither party shall take any action or inaction that may be detrimental to the image or reputation of the other party.

IX. Responsibility for Conduct. Each Party agrees that it will be responsible for the ordinary negligent acts or omissions of its agents and employees causing injury to persons not a party to this MOU. Nothing herein shall be deemed a waiver of any governmental or sovereign immunity available to either Party.

X. Notices. Any notice required by this Agreement shall be in writing and shall be deemed given when sent, postage prepaid, through the United States Postal Service by certified mail, return receipt, or when sent by nationally recognized overnight delivery service, or personally served upon the appropriate party.

Notices shall be sent to:

For SI: If sent via USPS: For Contract Matters: Smithsonian Institution Office of Contracting P.O. Box 37012, MRC 1200 Washington, DC 20013-7012 Attn: Lawana Bryant

For Project Coordination Matters: Smithsonian Institution National Zoological Park, Conservation & Research Center P.O. Box 37012, MRC 551 Washington, DC 20013-7012 Attn: Dr. Steven L. Monfort

!{delivered via commercial carrier: Smithsonian Institution Office of Contracting 2011 Crystal Drive, Suite 350 VA 22202-3709 1000 Jefferson Drive, SW Attn: Lawana Bryant

With a copy to: If delivered via USPS Smithsonian Institution Office of General Counsel P.O. Box 23286 Washington, DC 20026-3286

Smithsonian Institution National Zoological Park, Conservation & Research Center Arlington, 1500 Remount Road, Front Royal, VA 22630 Attn: Dr. Steven L. Monfort

If delivered via commercial carrier: Smithsonian Institution Office of General Counsel 1000 Jefferson Dr., SW, Room 302 Washington, DC 20560

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ForGMU:

Vice President of Administration George Mason University 4400 University Drive Fairfax, Virginia 22030-4444

With a copy to:

Office of University Counsel, MS 2A3 George Mason University 4400 University Drive Fairfax, Virginia 22030-4444

XI. Amendments. Modifications and changes to the MOU will be made in writing and executed by all signatories to this MOU, or their representatives as designated by written notice.

XII. Entire Agreement/No Third Party Rights Created. This MOU contains the entire agreement between the parties. It is not intended to create and does not create legal rights on the part of any individual or business that is not a party to the MOU.

XIII. Supplementary Agreements. This MOU provides a broad description of the collaboration between the Parties to establish the Academic Program and construct and operate the Program Facilities. The Parties agree that implementation of the goals and objectives of this MOU will necessitate additional supplementary agreements ("Supplementary Agreements") between the Parties to describe in detail the steps to be taken to implement the goals and objectives of this MOU, and the Parties will negotiate in good faith to establish such Supplementary Agreements. The Supplementary Agreements shall describe in detail the Academic Program; design and construction of the Program Facilities; all financial operations; and fundraising roles and responsibilities. The Parties agree that this MOU is subject to and contingent upon the Parties entering into the Supplementary Agreements; notwithstanding the foregoing, however, the following paragraphs shall be binding on the parties: paragraphs VIII, IX, X, XI, XII, and XIII.

{Signatures on the Following Page}

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WITNESS the following signatures of the Parties:

GEORGE MASON UNIVERSITY

Date: /?/ -··---~---

Date: I c, lb{, { 0 t:.. ---~---

J.rdRt?« !(/ 5~-Ma&ice W. Scherrens Senior Vice President

L~;JC Vice President for Administration

Thomas G. Calhoun Vice President, Facilities

Pete;N.l;ains <S -­Provost

SMITHSONIAN INSTITUTION

Date: \IO I I o { 0 ":)

Date: ;oft o/ oy

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MEMORANDUM OF AGREEMENT

TIDS MEMORANDUM OF AGREEMENT ("MOA'' or "Agreement") is effective this first (1st) day of January 2017 (the "Effective Date'') by and between The City of Fairfax (the "City''), the City of Fairfax Economic Development Authority (the "EDA"), and The Rector and Visitors of George Mason University ("GMU") (collectively, the "Parties").

WHEREAS, the Parties previously entered into that certain Memorandum of Agreement with an effective date of January 1, 2012 and a termination date of December 31, 2016 ("2012 MOA'') in order to operate an economic development incubator program known as the Mason Enterprise Center - Fairfax ("MEC" or the "Center") with the primary purpose of targeting and serving small, entrepreneurial and emerging businesses in the Northern Virginia area and in the City of Fairfax; and

WHEREAS, the Parties desire to continue to work cooperatively in operating the Center;.

NOW, THEREFORE, in consideration of the mutual obligations contained herein, the receipt and sufficiency of which is hereby acknowledged, fue Parties hereby agree as follows:

I. PROJECT DESCRIPTION AND BACKGROUND

!. The City, EDA, and GMU propose to continue operating an economic development incubator program. This program shall be known as "the Mason Enterprise Center Small Business Incubator" or publicly as "fue Mason Enterprise Center-Fairfax ("Center"). The Center targets small, entrepreneurial, and emerging businesses ("Tenant Companies'') in fue Northern Virginia Area as tenants.

2. EDA leases approximately 30,000 square feet ("Master Lease Premises") at 4031 University Drive, Fairfax, Virginia 22030-3409 (''the Building"), pursuant to a lease dated January 1, 2012, with a termination date of June 30, 2022, unless extended or earlier terminated (the "Master Lease") from the owner of fue Building. The Center shall be located within certain space (the "Premises") within the Master Lease Premises, or in other locations agreed to in writing by all Parties and subject to this MOA. All use of the Premises by GMU shall be governed by a sublease or subleases. Adequate space shall be made available to GMU within fue Premises at no charge for GMU's Small Business Development Center ("SBDC") and Center administration. The Parties acknowledge that pursuant to fue Master Lease, the EDA may also occupy space within fue Master Lease Premises. Space within fue Master Lease Premises shall be subleased to Tenant Companies by EDA or wifu GMU which shall serve as an agent of EDA for fue sole purpose of subleasing space as provided in this MOA The Parties will, from time to time, review and agree on fue allocation of space among various Center activities and programs. Additional space may be obtained as necessary to accommodate program expansion as agreed by the Parties.

3. The mission of fue Center is to: • Stimulate economic development in the City of Fairfax.

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• Expedite the growth and independence of its Tenant Companies. • Operate on a cost-effective basis. • Serve as a business community outreach for GMU. • Promote City/University collaborations.

4. The Center shall provide Tenant Companies:

• Full time reception function. • Use of appropriate training facilities. • Use of appropriate conference rooms. • Access to a local area computer network • Access to fee-based copying facilities. • Fee-based domestic and long distance telephone and fax service. • Free attendance at training programs. • Use of office space as outlined.

5. Tenant Companies shall be required to participate in the formal Center incubator program.

Tenant Companies will be offered three (3) years access to participation in the Center subject to meeting performance criteria established by the Center Director and published in the MEC Handbook. Failure to meet performance criteria may result in early termination from the Center. Sublease terms may be extended by approval of the EDA for Tenant Companies meeting Center objectives.

II. OPERATION OF THE CENTER & RESPONSIBILITIES OF EACH PARTY

!. GMU shall: A. Plan and manage the operation of the Center. fu this capacity GMU shall:

1) Develop and implement a plan to market the Center to prospective applicants, and recruit and select tenants;

2) Act as EDA's agent in negotiating and executing sublease agreements between Tenant Companies and EDA, and managing the subleasing of space to Tenant Companies;

3) Monitor and evaluate Tenant Companies' performance in order to determine their eligibility for a full term tenancy with the goal of successful completion of the incubator program in three years and subject to each Tenant Companies' Addendum to Sublease;

4) Act as agent for the City and EDA in operating the Center;

5) Hire, supervise, and train any staff required to operate the Center. All Center personnel shall be employees of GMU. GMU shall be solely responsible for all

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salaries, wages, and fringe benefits paid to Center personnel, unless by mutual agreement of all Parties that allow funds generated from the operation of the Center to reimburse GMU for a portion of the personnel costs. Such employees shall occupy Center space free of charge;

6) Provide services to Tenant Companies as required by Section I, Paragraph 4 of this MOA;

7) Collect and account for rents collected from Tenant Companies;

8) Prepare annual cash flow operating and capital budget, financial forecasts and reports for the Center; and

9) Deposit rental income from operation of the Center into designated EDA accounts.

B. Make SBDC's mentoring services, training programs, and other business support services available to the Tenant Companies.

2. The City shall:

A. Give publicity to the resources and advantages of the Center to prospective Tenant Companies; and

B. Provide financial and creative assistance in the development of marketing material.

3. The EDA shall:

A. Review, execute, fund, and manage the Master Lease.

B. Make timely payments to the responsible party for the space occupied by the Center.

C. Maintain accounts for deposit and holding of all rental income generated by the Center.

D. Conduct a Tenant Company Graduate Support Program to encourage and assist Tenant Companies to locate within the City of Fairfax and offer such support as may be avaHable from City and EDA programs.

E. Support direct marketing to target companies in the City of Fairfax and give publicity in the Northern Virginia area regarding the benefits and success of the incubator program.

F. Reimburse GMU for fee-based copying, telephone, and fax services from Center funds within thirty days of invoice.

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4. The Parties collectively shall:

A. Plan, approve, and fund, Tenant build-out of alterations, improvements and additions to Center space that is agreed by the Parties. Furtding for any build-out wiH come from reserve accounts of the Center or other available financial resources as per section III.4.

III. FINANCIAL CONSIDERATIONS

I. Subject to annual appropriation during the term of this MOA: (a) The City, through the EDA, shall provide $30,000 annually, to be made available to

the Center on July 1 of each year for the following fiscal year, to support the operation of the Center. ·

(b) The EDA shall budget for and provide upon evidence shown, $5,000 per Center graduate that locates within the City of Fairfax; not to exceed $10,000 per annum based on 2 graduates.

( c) GMU shall provide, at its own expense, all services as herein specified and required for the proper and intended operation of the Center.

2. Revenues generated from sublease payments of Tenant Companies shall be deposited in an EDA bank account.

3. Revenue or income generated by GMU programs located on the premises, outside the scope of this MOA, shall not be considered to be Center income or revenue, but shall belong solely to GMU.

4. Any surplus funds generated from the operation of the Center shall be retained in a designated account by the Parties to finance future operation of the Center. Accordingly, each fiscal year, the Center Director shall prepare a one-year capital budget upon which the Parties shall agree. Retained profits from the designated account (released by agreement of the Parties ortheirdesignees) shall be budgeted and funded from operations for approved capital expenditures and/or operating losses. Upon the mutual written agreement of the Parties, any surplus funds can be used to finance other initiatives, including but not limited to an incentive program for Center graduates that relocate within the City of Fairfax. In the event monthly financial plan updates indicate that the Center will operate at a deficit, the Parties shall immediately consult in order to identify additional sources of funds, budgeted cost savings, or combination of the two, to cover or minimize any deficit or to decide whether to terminate the program. Subject to the provisions of paragraph VII (1) below and Section II above, any deficits in operating expense (including all salaries, wages, and fringe benefits paid to Center personnel, and telephone, fax and copy expenses) shall be paid by GMU.

5. The Center Director should review and update the financial plan for the Center on a quarterly basis. Deviations from this plan in excess of 5% shall require the approval of EDA, the City, and GMU.

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6. The EDA shall provide notice to the City and GMU no later than 180 days prior to the tennination of the Master Lease.

7. The Parties agree that each will actively seek additional sources of fmancial support for the Center from governmental or private entities.

8. A review of Center accounts held for the benefit of the Center by EDA, the City and GMU will be conducted as part of the annual City audit. All records of the Center shall be open to inspection by the Parties.

9. A portion ofGMU's personnel costs shall be reimbursed to GMU from Center operations, pursuant to the approved annual budget.

N. CENTER DIRECTOR

1. The Center Director or designee shall:

A. Run the incubator program.

B. Hire, place, and supervise all employees of the Center.

C. Purchase or acquire any personal property necessary for the operation of the Center.

D. Plan, schedule, and conduct all business, incidental to operation of the Center, including the purchase of all supplies, materials and services required.

E. Receive and deposit all income, revenue, and rents realized by the Center.

F. Maintain accurate business records and accounting records for all transactions and provide such records upon request of one of the Parties.

G. Except with respect to disbursements of funds from the rental account used to pay the master lease and to return rental deposits to Tenant Companies, authorize disbursement of any funds belonging to the EDA that are on deposit in Center accounts for the satisfaction of all debts, obligations, and expenses of the Center. The Center Director shall be authorized to sign all checks and drafts for these purposes with the countersignature of another person authorized by the Parties for all amounts in excess of$500.

H. Develop and implement the Center's sales plan to maximize Tenant Company occupancy.

I. Manage tenant selection process.

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J. Represent program at monthly EDA meetings and present status as required; where attendance is not possible the Center Director shall provide an update either in writing, or to a Commissioner of the EDA representing George Mason, if applicable.

K. Develop and submit program financial reports on a quarterly basis and present such reports to the ED A at a regularly scheduled meeting.

L. Monitor and evaluate Tenant Company performance.

2. In consultation with EDA and the City, GMU shall hire the Center Director pursuant to Mason employment policies and procedures. The City, EDA, or their designees and GMU shall periodically consult with each other regarding the Center Director's performance.

V. DURATION AND TERMINATION

L This MOA shall terminate upon the earlier of the fifth anniversary of the Effective Date or the Termination of the Master Lease. The Parties mutually agree to enter into discussion twelve (12) months prior to the expiration of this MOA's term in order to consider the future of the program. This MOA may be renewed or extended by the written agreement of all Parties but cannot be extended beyond the term of the Master Lease.

2. Upon expiration of this MOA each party may remove from the Center all personal property to which it holds title or which were acquired using funds solely of the party.

3. Upon the expiration of this MOA any surplus funds remaining after payment of all Center debts and obligations, including but not limited to any early termination penalties associated with the Master Lease, will be distributed 50% to GMU and 50% to EDA.

VI. LIABILITY

l. Nothing herein shall be interpreted or operate as a pledge of the full faith and credit of the Commonwealth of Virginia or shall bind GMU to expend appropriations from the General Assembly to meet the terms of this MOA. Agencies of the Commonwealth of Virginia cannot expend funds unless appropriated by the Virginia General Assembly and may not obligate a future session of the Virginia General Assembly. Therefore, notwithstanding any provision of this MOA to the contrary, if any session of the Virginia General Assembly fails to appropriate funds for the continuance of this MOA, this MOA and all obligations hereunder shall automatically terminate upon depletion of the then currently appropriated or allocated funds.

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2. Nothing herein shall be interpreted or operate as a pledge of the full faith and credit of the City, or shall bind the City to appropriate funds for expenditures related to this MOA. Neither the City nor the EDA can expend funds unless appropriated by the City Council of the City of Fairfax, Virginia. Neither the City nor the EDA can obligate a futnre City Council. Therefore, notwithstanding any provision of this MOA to the contrary, ifthe City Council fails to appropriate funds for the continuance of this MOA, this MOA and all obligations hereunder shall automatically terminate upon depletion of the then currently appropriated or allocated funds.

3. Unless expressly provided for elsewhere in this MOA, no party shall be responsible for the debts, liabilities and other fmancial obligations incurred by the other Parties in performing their obligations under this MOA.

4. The relationship of the Parties to this MOA is that of independent contractors. Nothing contained herein shall be interpreted or operate to create a relationship of partners, joint ventures, brokers, agency or employment between the Parties. It is agreed that no party shall act as the agent for the other Parties, except as expressly provided in this MOA, without an express written authorization to act as an agent. Each party shall maintain sole and exclusive control over its personnel and operations.

5. The Parties agree that each party shall be solely responsible for the simple negligent acts or omissions of its employees causing harm to persons not a party to this MOA. Nothing in this MOA shall be deemed a waiver of the sovereign immunity of the Commonwealth ofVirginia. ·

VII. MISCELLANEOUS

1. Should any section or part of any section of this MOA be rendered void, invalid or unenforceable for any reason by any court of law exercising competent jurisdiction, such a determination shall not render void, invalid or unenforceable any other section or part of any section of this MOA.

2. This MOA may not be assigned without the prior written consent of all Parties.

3. This MOA contains the entire understanding of the Parties and supersedes all prior oral or written agreements. No Party has relied on any oral or written representation of the others unless such representation is incorporated in this MOA. This MOA cannot be modified except by written document signed by all of the Parties. The Parties agree that this MOA specifically supersedes and replaces the 2012 MOA.

4. This MOA shall be governed, interpreted and construed under the laws of the Commonwealth of Virginia and any dispute arising from this MOA shall be submitted to a proper state court of the Commonwealth of Virginia.

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AGREED to by the duly authorized representative of:

CITY OF FAIRFAX, Virginia

Hon. Steven Stombres Mayor, City of Fairfax

CITY OF FAIRFAX ECONOMIC DEVELOPMENT AUTHORITY

Conunissioner Mary T. Valenta Chair, City of Fairfax Economic Development Authority

GEORGE M SON UNIVERSITY

Sean Mallon Associate Vice President for Entrepreneurship and Innovation

G~ Jody Keenan State Director, Virginia SBDC Network Managing Director, Mason Enterprise Center George Mason University

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MEMORANDUM TO:

Keith Renshaw, Chair, Faculty Senate Executive Committee AY 2018-19 Shannon Davis, Secretary, Faculty Senate Executive Committee AY 2018-19

FROM:

Edward R. Dittmeier University Auditor

SUBJECT:

Summary of Work Related to Certain Email Traffic Flows

DATE:

June 17, 2019

On March 22, 2019, Carol Kissal requested the Office of University Audit to review matters raised by the Faculty Senate Executive Committee related to whether certain email traffic flowed through George Mason University systems or servers. I subsequently met with Dr. Renshaw to clarify that the Committee’s interest related to the email traffic of ten specific organizations. In completing our review, we interviewed several members of Information Technology Services (ITS) management and staff, and reviewed related systems and network documentation. Based on this work, we determined that users at seven of the specified organizations have access to Mason Office 365 email services and that, therefore, their email traffic flows through Mason systems and servers. We determined that users at the remaining three specified organizations have their own, separate, email servers and that their email traffic does not flow through Mason systems and servers unless the traffic also involves a Mason user. (The attachment lists these organizations and our determination.) Assistant University Auditor Janatry Sanders and I met with Dr. Renshaw to describe email traffic flows related to two of the specified organizations on April 15, 2019. I subsequently met with Dr. Renshaw on June 6, 2019 to describe the email traffic flows related to the remaining eight specified organization matters; in this meeting, Dr. Renshaw stated these descriptions satisfied the matters raised by the Faculty Senate Executive Committee. Please feel free to contact me should you like to discuss our work further cc: Á. Cabrera

K. Gardner C. Kissal F. Neville M. Smith

B. Walther E. Woodley S. D. Wu Audit Memo #: FY19-21

Office of University Audit 4400 University Drive, MSN 1A2, Fairfax, Virginia 22030 Phone: 703-993-3090

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Attachment: Users at the following organizations have access to Mason Office 365 email services; as a result, their email traffic flows through Mason systems and servers: • City of Fairfax and City of Fairfax Economic Development Authority (for Mason Enterprise

Center) • Confucius Institute at George Mason University • George Mason University Foundation • INTO Mason, LLP (INTO, Inc. has its own, separate, email system; people that work with

INTO at Mason have access to Mason Office 365 email services) • Mason Korea, LLC • Osher Life Learning Institute d/b/a Learning in Retirement Institute • Smithsonian Institution (for Smithsonian-Mason School of Conservation and Mason Front

Royal Education Center) Users at the following organizations utilize the organization’s own, separate, email servers; their email traffic does not flow through Mason systems and servers unless the traffic also involves a Mason user: • Institute for Humane Studies • Mercatus Center, Inc. • Northern Virginia Meditation Service, Inc.

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