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AMENDED AND RESTATED

LICENSE AND AFFILIATION AGREEMENT

This AMENDED AND RESTATED LICENSE AND AFFILIATION AGREEMENT(the Agreement) is entered into effective as of October __, 2013 (the Effective Date) by and

between Citizens of the World Charter Schools, a California nonprofit public benefit corporation(Licensor or CWC), and Citizens of the World Charter School New York 1, a New Yorkeducation corporation (Licensee).

RECITALS

WHEREAS, Licensee is organized under the Charter Schools Act of 1998 (as the same may beamended and in effect from time to time). Licensee has entered into a Charter Agreement withthe Board of Trustees of the State University of New York (the Authorizer), and has beengranted a Provisional Charter by, the Board of Regents of The University of the State of NewYork (the Board of Regents), to operate one or more charter schools in New York City (the

Schools).

WHEREAS, CWC was established to provide an excellent public education that is academicallyrigorous and socioeconomically, racially and culturally diverse and builds community bothwithin and outside of the CWC schools;

WHEREAS, CWC schools will serve diverse neighborhood communities, providing a high-quality education for all students from kindergarten through high school. With exceptionalleadership at all levels and opportunities to participate in interactive, rigorous learningexperiences with students from all backgrounds, CWC students will be prepared for success incollege, a diverse society, and a global economy. In addition, by offering a viable public school

option in these neighborhoods, CWC will bring families back into the public system;

WHEREAS, with whole communities engaged with each other in the public system andwitnessing children of all backgrounds thrive in a high-performing, diverse public school, CWCwill cultivate a true understanding that public education can work for all students. With a realskin in the game, CWC schools families, like CWC, will be fueled by an increased sense ofurgency to realize our countrys still untapped potential. By investing in its success, ourcommunities will help us move our country closer to an excellent, world-class American publiceducation system;

WHEREAS, CWCs approach to teaching and learning stems from the following core beliefsregarding when learning best occurs:

- Students are treated as individuals, with lessons tailored to their differences andtaught in several ways

- Students construct their own meaning- Students are motivated to seek understanding through dynamic investigation and

exploration in the context of real world scenarios and projects

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- Students have clear and high expectations and receive appropriate guidanceand enthusiastic support

- Standardized tests provide only a small part of the picture in determining studentachievements

- Students know how to collaborate, cooperate, and negotiate with diverse people

and understand others perspectives;

WHEREAS, Licensor holds rights to certain trademarks and design marks for Citizens of theWorld and Citizens of the World Charter School, including but not limited to rights inconnection with United States trademark application Serial No. 85/235,575 (collectively, theMarks); and Licensee desires to use the Marks in connection with nonprofit educationalactivities in the territory identified herein;

WHEREAS, Licensor and Licensee are mutually committed to co-creating and supporting publicschools conforming to all of the goals outlined in the above paragraphs (including as furtherdetailed in Section 3, below, the CWC Fundamentals);

WHEREAS, Licensor has provided and continues to provide Licensee with certain pre-formation services in order to assist Licensee with the founding of the Schools, including,without limitation, assisting with the preparation and submittal of the initial charter petitions,providing funding for the formation and initial operations of Licensee and the Schools, assistingwith the recruitment of the initial officers, directors and founding parents, assisting with thetalent and facilities acquisitions, assisting with the preparation of Licensees federal tax-exemption application, and providing other administrative and technical support (collectively,the Founding Support);

WHEREAS, Licensor expects to continue to provide Licensee and the Schools with academic,financial, administrative, technical and other forms of support in furtherance of its educationalpurposes and the CWC Fundamentals, as expressed herein, including, without limitation, theservices set forth in Exhibit A (collectively, the CWC Services);

WHEREAS, Licensor and Licensee look forward to ongoing collaborative efforts, throughdialogue, communication, interaction and mutual support, in co-developing the Schools and theiroperations, curriculum, environment, facilities, communities and educational experience andoutcomes, all in furtherance of the CWC Fundamentals; and

WHEREAS, Licensor and Licensee desire to amend and restate the License and AffiliationAgreement by and between Licensor and Licensee, dated and effective as of December 4, 2012(the 2012 Agreement), and to supersede the 2012 Agreement with this Agreement effective asof the date first above written;

NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants andconditions contained herein, Licensor and Licensee hereby agree as follows:

SECTION 1: DEFINITIONS

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As used in this Agreement, the following terms shall have the following meanings:

1.1 Educational Activities shall mean nonprofit educational activities andprograms, encompassing students in grades from kindergarten through 12,

intended to be financially sustainable and designed to fulfill the CWCFundamentals.

1.2 CWC Liaison shall have the meaning provided in Exhibit A.

1.3 Marks shall mean and include all trademarks, service marks, designmarks, trade names, domain names, registrations and applications forregistration thereof, and any common law rights pertaining thereto,belonging to the Licensor, including those attached hereto as Exhibit B.School or Schools shall mean those New York public schools listedon Exhibit C.

1.4 Territory means New York State.

SECTION 2: LICENSE GRANT, NAMING RIGHTS AND

RESTRICTIONS

2.1 License. As of the Effective Date, and subject to the terms and conditionsof this Agreement, Licensor hereby grants to Licensee a non-transferable,non-sub-licensable and non-exclusive license to use, reproduce anddisplay the Marks in connection with its Educational Activities in theTerritory and only with respect to Licensee and the Schools (theLicense).

2.2 Licensor Naming Rights. On all of its correspondence, websites,documents, signage, clothing, displays and marketing or advertisingmaterials of any kind, each School shall prominently identify itself by thename of such School as set forth on Exhibit Cand shall not refer to itselfby any other name without the prior written consent of Licensor. In allcases, use of the licensed Marks shall be in compliance with Licensorstrademark guidelines as may be provided to Licensee from time to time.Each School operated by Licensee shall be listed on Exhibit C, whichshall be updated by Licensor from time to time accordingly.

2.3 Ownership of Marks. Licensee acknowledges and agrees that the Marks,all applications and registrations therefore, and all associated rights, titleand goodwill, are or shall be owned solely by the Licensor, and thatLicensee shall never directly or indirectly contest Licensors ownership orthe validity of the Marks. Licensee shall, at Licensors sole cost andexpense, (i) assist and cooperate with Licensor to perfect, enforce or

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acquire Licensors rights, titles and interests in the Marks, and (ii) use itsbest efforts to protect the Marks. Licensee shall report promptly toLicensor any infringement of any of the Marks of which it has becomeaware. The License granted herein is not intended to be (and shall not beconstrued as) an assignment, and nothing herein confers on Licensee any

right, title or interest in the Marks other than the limited rights of usagepermitted by this Agreement.

2.4 Marks Protection. Licensor reserves the sole and exclusive right at itsdiscretion to assert claims against third parties for infringement or misuseof its Marks. Licensee shall provide reasonable assistance to andcooperate with Licensor in connection therewith as may be necessary togive effect to the foregoing. If Licensor elects to initiate any action orproceeding in connection with the licensed Marks, it may do so in its ownname alone or may elect to join Licensee as a party. In the event thatLicensor joins Licensee as a party, Licensee shall not object to such

joinder.

2.5 Use and Other Marks. All use of the licensed Marks shall inure solely tothe benefit of, and on behalf of, Licensor. Licensee shall not use or applyto register any trademark that incorporates, includes, is a derivative of, orwould tend to dilute any Mark that is the subject of this Agreement, exceptas expressly authorized herein. Licensee shall not transfer, sublicense orpermit any third party the right to use any of the licensed Marks, in wholeor in part, without the prior written approval of the Licensor. Licenseeagrees that it shall not apply for registration of any of the licensed Marksor for any trademark, name, logo or other designation that Licensorbelieves, in good faith, to be confusingly similar to or which could dilutethe distinctiveness of the licensed Marks.

2.6 Non-disparagement. Licensee shall not use the licensed Marks in amanner that is disparaging to or that could otherwise harm the goodwillassociated with the Marks, or in any manner that suggests or implies arelationship between the parties other than the relationship that is set forthin this Agreement and any other agreements between the parties.

2.7 Use of Marks. Licensee shall at no charge to Licensor provide Licensorwith samples, copies or pictures of any and all goods, packaging,documentation, manuals, advertising, websites, marketing or othermaterials that bear any of the licensed Marks or that Licensee intends touse or distribute in connection with the Marks for Licensors approval.Licensee agrees that the quality of any websites, goods and services withwhich it uses the licensed Marks shall be comparable to the quality ofwebsites, goods and services with which the Licensor uses the licensedMarks.

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2.8 Future Claims. In the event that (a) there is a claim or demand madeagainst Licensor or Licensee with respect to any licensed Mark, or (b)there is a determination in any court of competent jurisdiction or by anyother governing authority that the right to use a licensed Mark is

unenforceable, or (c) Licensor reasonably believes that it may be unable toobtain or maintain the right to use a licensed Mark in a jurisdiction, or (d)Licensor reasonably believes that the use of a licensed Mark in ajurisdiction could subject Licensor or Licensee to a claim for infringementor any other liability, Licensor may notify Licensee in writing that it isterminating or modifying the Licensees right to use the relevant Mark insuch jurisdiction. In the event of such a notice of termination ormodification, Licensee shall be permitted a reasonable period of time, notto exceed thirty (30) days, to comply with such notice. Licensee shall besolely responsible and liable for any claim, demand, penalty or damages(including reasonable attorneys fees) (collectively, Costs) arising from

its continued use of any Mark after this period of time. If Licensee wouldneed to amend its charter to comply with such notice, the period of timenecessary for the State University of New York (SUNY) and the Boardof Regents to amend the charter, beginning with the date a completerequest for such an amendment is submitted by Licensee to SUNY and theBoard of Regents, with a copy provided to Licensor, shall not be includedin the thirty (30) day period referenced in this Section 2.8.

SECTION 3: QUALITY CONTROL

3.1 In order to maintain the quality of the Educational Activities and goodwillassociated with the Marks, (i) Licensor shall provide the CWC Services toLicensee and the Schools, as applicable, and (ii) Licensee agrees to comply withthe following provisions at all times, as applicable with respect to each School:

(a)Licensee shall comply with, and be committed to, the CWC missionand CWC Fundamentals of Academic Excellence, Diversity andCommunity, as defined in the approved Charter Proposal under KeyDesign Elements. The CWC mission and CWC Fundamentals requirethat Licensees Educational Activities provide a socioeconomically,culturally, and racially diverse community of students with anintellectually challenging learning environment that develops eachindividual students confidence, potential, and individual responsibilityas citizens of the world in which we live. Fidelity to CWCs missionand the CWC Fundamentals shall be evidenced by, with respect toeach School:

1. Socioeconomic Diversity To the extent consistent withapplicable state law, annual Licensee board of trustees-adopted

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(Board-adopted) enrollment targets and recruitment efforts thatensure that a minimum of 40% of the lottery participants for eachSchool are eligible for the National School Lunch Program (FRLEligible);

2.

Cultural and Racial Diversity To the extent consistent withapplicable state law, annual recruitment efforts that ensure that thedemographic makeup of each School reflects the Schools diversecommunity, as described in the approved Charter Proposal for eachSchool, including ethnic, cultural and racial representation. All actionstaken to achieve cultural and racial diversity will be in strict adherenceto the law;

3. Academic Achievement Annual Board-adopted academic goals,and measureable steps to attain such goals, that ensure that, under theNew York State P-12 Common Core Learning Standards assessments

(the Common Core State Standards), which the parties acknowledgeremain in development, overall student performance will be at a levelat least comparable to 75% of the student population performing (i) ator above level 3 within the meaning of the New York StateAssessment (NYSA) and as may be further described in theAccountability Plan in the Charter Proposal for each School, or (ii), forgrades not covered by NYSA, as measured by benchmark, interim andfinal assessments as administered by the School, at or above gradelevel. As Licensees Schools will not have students assessed on theCommon Core State Standards until the 2015-16 school year (whenthe first classes reach the 3rd grade), Licensee shall establish interimbenchmark, interim and final assessments to ensure that it isadequately tracking progress towards grade level standards consistentherewith.

The parties acknowledge that because the new Common Core tests aredesigned to determine whether students are meeting a higherperformance standard than the NYSA, it generally can be expectedthat, in the short-term, fewer students will perform at or above grade-level Common Core expectations (i.e., proficiency) than was the casewith NYSA testing. In other words, the overall number of studentswho score at or above grade level expectations will likely decrease inthe short-term because the expectations will have increased.

For purposes of the foregoing, therefore, the determination of both thepercentage of the student population required to meet or exceed thebaseline standard (i.e., proficiency) and the selection of an appropriatebenchmark aligned with the Common Core assessment, shall bedetermined in good faith by the parties hereto and evidenced by their

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mutual written consent, using guidance from the New York StateEducation Department and the Authorizer. Until such time assufficient guidance is available and while NYSA level 3 and level 4standards remain ascertainable, such standards shall apply at thepercentages set forth herein for purposes of this Section 3.1(a)(3).

Furthermore, Licensee shall ensure that there are adequate systems inplace to identify, track and report any significant achievement gaps(as defined below) between any of the various subgroups representedwithin the School for which disaggregation is required under the NoChild Left Behind Act, such as FRL Eligible, students of color (byethnicity), English Language Learners and others as identified (anNCLB Subgroup), and there are no significant achievement gapsbetween the standardized testing results of any statistically valid (asdefined below) NCLB Subgroups within the School and those of allstudents attending the School other than such NCLB Subgroup. A

significant achievement gap shall mean a difference of 15percentage points or more. Statistically valid shall mean a samplelarge enough to both yield statistically reliable information and protectthe privacy of all students when reviewing the relevant testing data.

In addition to meeting the proficiency goals outlined in theAccountability Plan in the Charter Proposal for each School and as setforth in this Section 3.1(a)(3), the Board of Licensee shall strive forexcellence by adopting academic goals related to increasing to 100 thepercentage of students who exceed NYSAs level 4 and the highestCommon Core State Standard, taking measureable steps to attain suchgoals, monitoring the existence of statistically significant achievementgaps among NCLB Subgroups, and responding to any gaps that mayexist.

4. Educational Alignment An instructional model that adheres tothe project-based/constructivist academic approach and the educationalprogram as outlined in the approved Charter Agreement for suchSchool; and

5. Community Engagement Programs that involve the Schoolcommunity in the activities of the School, including but not limited to:site-based councils, School and community events, fundraising, andparticipation in student-led activities. Licensee shall ensure that toolsare used to track, record and report levels of community engagementand support at regular intervals throughout the year.

(b)Licensee agrees that the nature and quality of all EducationalActivities undertaken in connection with the licensed Marks shall

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conform to the minimum standards set by Licensor or such higherstandards with respect to any School as may be required by (i)Licensor after good faith discussions with Licensee or (ii) theAuthorizer. Licensee agrees that Licensor will require quality controltests and standards of financial viability, and shall have the sole right

to determine, in good faith, whether the Licensees EducationalActivities meet such minimum or higher standards, as the case may be.

(c)Licensor or its authorized representatives shall have the right, exceptas otherwise provided by law, to monitor and inspect Licenseesfacilities and Schools at any reasonable time, including the right tovisit and inspect Licensees facilities, and Licensee shall allowLicensor or its authorized representatives to review and observeLicensees programs, budgets, procedures, operations and EducationalActivities, to confirm Licensees compliance with the CWCFundamentals and this Agreement.

(d)Licensee shall maintain complete records of its activities in a manneracceptable to Licensor and, unless otherwise provided by law, allowLicensor or its designee to review and inspect such records onreasonable notice to confirm Licensees compliance with the CWCFundamentals and this Agreement. Licensee shall submit any otherreasonable information related to its Educational Activities to Licensorat Licensors request, unless otherwise prohibited by law.

(e)Licensee shall provide regular financial reporting to the Licensor aspart of Licensees requirement to meet standards of financial viability.Licensee shall provide on a timely basis to Licensor all regularfinancial reporting presented to Licensees Board as part of publicBoard meetings. At a minimum, Licensee shall provide financialreports to Licensor on a quarterly basis and will include appropriateperiodic Income Statements, Balance Sheets, Cash Flow Statements,as well as approved Budgets and Forecasts.

(f) Licensee shall collect and maintain data on the academic achievementlevel of its students sufficient to allow Licensor to evaluate theprogress of these students and the effectiveness of the LicenseesEducational Activities, including compliance with Section 3.1(a)(4),above. Said data includes, without limitation, appropriate and timelylongitudinal data on the academic achievement level of its studentsusing state-mandated criterion-referenced tests, commerciallyavailable standardized tests, and/or other similar assessment toolsrequested by Licensor. Licensee shall promptly provide any and all ofthe above-referenced data and test results to Licensor upon availabilityand Licensors request.

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(g)Licensee shall participate in and cooperate with a multi-day formalschool evaluation conducted from time to time by a team designatedby Licensor at no additional cost to Licensee. This evaluation teamwill assess the quality of Licensees academic program and its

compliance with the CWC Fundamentals and this Agreement. Infurtherance but not in limitation of the forgoing, at least annually,Licensor or its designee(s) may conduct an evaluation of each School,utilizing quantitative and qualitative data to be provided by eachSchool sufficient to allow Licensor to identify trends across eachschool with a license to utilize the Marks and required to pursue theCWC Fundamentals (the CWC Network), including promisingpractices to be shared within the CWC Network, including withLicensee and the Schools, and to offer a source of feedback to suchCWC Network schools that board members and school leaders mayfind useful in setting priorities and goals. Notwithstanding the

foregoing, Licensor may conduct but shall use reasonable efforts toseek to avoid conducting a School's evaluation during such times asthe charter authorizer for such School is conducting an active reviewthereof. Licensor shall make a good faith effort to (1) select anevaluation team Licensor reasonably believes should be acceptable toLicensee and (2) introduce its evaluation team, and any replacement orsuccessor thereof, to Licensee. Licensee may convey to Licensor,through the CWC Liaison, any material issues or concerns with theevaluation team. Licensor shall use reasonable efforts to address anysuch issues or concerns which Licensor concurs in good faith arematerial.

(h)Licensor shall provide a required template for Principal and teacherevaluations. Such template shall allow each School to supplement therequired elements with School-specific goals and measures. Aprimary professional development plan shall be created by thePrincipal of each School. Licensor reserves the right to require the useof certain aspects of Licensors CWC Network professionaldevelopment plans and initiatives.

(i) Licensees school leader must use his/her best efforts to attend theannual meeting of school leaders that use the Citizens of the World, atno additional cost to Licensee.

(j) Licensee shall record, respond to and resolve any complaints byparents, students or teachers regarding its Educational Activities, andshall provide Licensor, upon request, with full information and accessto documents relating to any such complaints that are, or have been,subject to review by Licensee, including a review by its Board.

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(k)Licensee must promptly seek approval from Licensor for any (i)proposed material change in its programs or Educational Activities, or(ii) proposed material change to its corporate charter or bylaws or anyother material change in its governance.

(l) Licensor shall direct and lead the initial school leader searches forLicensees first Executive Director and Principal for each School.Licensor shall have the further right to participate in the selectionprocess for future Executive Directors, Principals and School leaders.Licensor specifically reserves the right, in consultation with Licensee,to approve any subsequent or replacement Executive Director orSchool Principal, such approval not to be unreasonably withheld ordelayed. Licensee shall have the right to terminate its ExecutiveDirector, Principals and School leaders for reasonable cause withoutLicensors consent. In addition, Licensor may participate in, or direct

in collaboration with the Licensee, the initial training and orientationprocess (onboarding) for Licensees initial and any subsequentExecutive Director and Principal for each School to ensure that theyare adequately supported in understanding the CWC Fundamentals andthe CWC Network, so that they are poised to successfully leadLicensee or a School. In furtherance but not in limitation of theforegoing, Licensor, in consultation with Licensee, may requirespecific onboarding activities including but not limited to residency ina CWC Network school at no additional cost to Licensee.

(m)Licensee shall comply in all material respects with all applicable laws,regulations, charter or other agreements relating to the implementation,performance, production, promotion or distribution of any products orservices related to the Educational Activities. Licensee shall makegood faith efforts to take reasonable steps intended to permit it, inconnection with Charter renewal applications, to be in a position toinclude on such applications the means by which the applicable Schoolwill meet the enrollment and retention targets as may be prescribedpursuant to section 2851(4)(e) of the New York Education Law.

(n)Each School shall admit students of any race, color, gender, religion,national and ethnic origin to all the rights, privileges, programs, andactivities generally accorded or made available to students at theschools. Licensee and each School shall not discriminate on the basisof race, color, gender, religion, national and ethnic origin in theadministration of their Educational Activities, admissions policies,scholarship and loan programs, and athletic and other school-administered programs.

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(o)Unless required by law or the terms of a New York State or federalgrant, Licensee shall not permit studies or data collections of any kindto be performed at any School by third parties without the prior writtenconsent of Licensor.

(p)Based on the significant quality control role played by Licensor (asdescribed in this Section 3) and the extensive array of services to bedelivered to Licensee by Licensor (including as described in ExhibitA), Licensee hereby designates Licensor as an agent of Licenseehaving a legitimate educational interest entitling it to access toeducational records held by Licensee under the Family EducationRights and Privacy Act (FERPA), 20 U.S.C. 1232g. Any suchaccess shall be provided in a manner consistent with the requirementsof applicable FERPA regulations, including 34 C.F.R. 99.31.

3.2 If, in the reasonable determination of Licensor, one or more of the provisions of

Section 3.1 are not being met or so pursued, Licensor within 30 days of suchdetermination shall provide written notice of such failure to Licensee inreasonable detail, along with recommendations for satisfaction of such standardsor the diligent pursuit thereof, including but not limited to alterations or additionsto the Licensees Educational Activities, subject to approval of the charterauthorizer, where required by law, and/or restrictions on the Licensees use oflicensed Marks. If, in the reasonable discretion of Licensor, (1) suchrecommendations are not implemented within 90 days of such notice, or in anycase if such provision or provisions are not being met for a period of greater thanone year after the date of such notice, or (2) Licensee or any School has engagedin Gross Financial Mismanagement (as defined below), then Licensor mayunilaterally, and in its sole discretion, upon written notice to the Board, removeany School from Exhibit C(and thereby terminate the License with respect tosuch School) or terminate this Agreement in its entirety. Gross FinancialMismanagement shall mean gross financial mismanagement in accordance withgenerally accepted accounting principles as evidenced by negative audits and/orbeing placed on probation by SUNY or the documentation of gross financialmismanagement by independent auditors. If Licensee would need to amend itscharter to implement a recommendation, the period of time necessary for SUNYand the Board of Regents to amend the charter, beginning with the date acomplete request for such an amendment is submitted by Licensee to SUNY andthe Board of Regents, with a copy provided to Licensor, shall not be included inthe 90 day period referenced in this Section 3.2.

SECTION 4: LIMITATION ON LIABILITY

Disclaimer: THE LICENSED MARKS ARE PROVIDED AS IS WITHOUTWARRANTY OF ANY KIND, AND LICENSOR DISCLAIMS ANY REPRESENTATIONSOR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,

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WITH RESPECT TO THE LICENSED MARKS, INCLUDING, WITHOUT LIMITATION,ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FORA PARTICULAR PURPOSE.

SECTION 5: INDEMNIFICATION

5.1 Indemnification by Licensee. Licensee shall indemnify, defend and hold harmlessLicensor, and its officers, directors, employees and agents, from any Costs (asdefined in Section 2.8 but not limited to intellectual property related costs)incurred by Licensor that may arise as a result of any action, causes, claims,demands or proceedings arising from or related to any action or failure to act onthe part of Licensee. Licensor shall give Licensee prompt notice of any suchactions, claims or proceedings, and information in the possession of Licensor thatis reasonably required for the defense of such actions, claims or proceedings.

5.2 Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless

Licensee, and its officers, directors, employees and agents, from any Costs (asdefined in Section 2.8 but not limited to intellectual property related costs)incurred by Licensee that may arise as a result of any action, causes, claims,demands or proceedings arising from or related to any action or failure to act onthe part of Licensor. Licensee shall give Licensor prompt notice of any suchactions, claims or proceedings, and information in the possession of Licensee thatis reasonably required for the defense of such actions, claims or proceedings.

5.3 Insurance.

(a) Licensee shall obtain and maintain a comprehensive generalliability insurance policy with combined single limit coverage of not less than$1,000,000.00, and shall name Licensor as an additional insured thereunder.Licensee shall promptly provide Licensor with a certificate establishing proof thatsuch a policy is in effect, and shall give Licensor ten (10) days written notice ofany termination of said insurance policy, or of any intention not to the pay thepremium therefore, at which time Licensor shall have the right to automaticallyterminate this Agreement.

(b) Licensor shall obtain and maintain a comprehensive generalliability insurance policy with combined single limit coverage of not less than$1,000,000.00, and shall name Licensee as an additional insured thereunder.Licensor shall promptly provide Licensee with a certificate establishing proof thatsuch a policy is in effect, and shall give Licensee ten (10) days written notice ofany termination of said insurance policy, or of any intention not to the pay thepremium therefore, at which time Licensee shall have the right to automaticallyterminate this Agreement.

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SECTION 6: TERM AND FEES

6.1 Term: This Agreement shall be effective as of the Effective Date and shall remaineffective for an initial term equal to the duration of the term of Licensees firstapproved School charter. This Agreement shall be automatically renewed for

additional terms upon and concurrent with the last to expire of any new, renewedor extended School charter held by Licensee. However, upon the affirmative voteof at least 67% of Licensees directors then in office and not affiliated withLicensor within the meaning of the applicable limitations on the number ofpersons who may serve on Licensees board that are affiliated with Licensor, asset forth in the approved Charter Agreement for any School (AffiliatedDirectors), if any, Licensee may provide notice to Licensor at least 60 days inadvance of such automatic renewal date that Licensee intends to not renew thisAgreement (a Nonrenewal Notice), such Nonrenewal Notice to include adetailed description of the reasons for the stated intention not to renew. Uponreceipt of a Nonrenewal Notice by Licensor, Licensee and Licensor shall enter

into good faith negotiations of at least 30 days duration and intended to resolvethe issues raised in the Nonrenewal Notice. If, at the end of the good faithnegotiations, Licensee, by the affirmative vote of at least 67% of its directors thenin office who are not Affiliated Directors, resolves to pursue termination of thisAgreement, Licensee must affirm its notice not to renew by delivery of a writtennotice to Licensor at least 10 days in advance of the applicable renewal date (aNonrenewal Affirmation Notice); provided, however, for the avoidance ofdoubt, that this Agreement shall automatically renew in accordance with thisSection 6.1 absent a properly adopted and timely delivered NonrenewalAffirmation Notice from Licensee; provided, further, that any NonrenewalAffirmation Notice timely provided by Licensee shall be valid notwithstandingthe expiration of the 30 day negotiation period. Notwithstanding the foregoing,the term of this Agreement remains subject to the termination provisions set forthherein.

6.2 Termination by Licensor: In addition to the termination provision set forth inSection 3.2, above, Licensor may terminate this Agreement, including any licensegranted by Licensor herein, or any rights granted by Licensor with respect to anylicensed Mark, at any time in the event of a material breach by Licensee of suchlicense or this Agreement, or a term or restriction applicable to a licensed Mark orto this Agreement, with respect to which Licensor believes Licensee has not takenadequate steps to cure following 90 days written notice from Licensor.Notwithstanding the foregoing, Licensor may immediately terminate thisAgreement, including any license granted herein or rights granted by Licensorwith respect to any licensed Mark, if Licensee, in the reasonable determination ofLicensor: (a) fails to obtain or maintain a comprehensive general liabilityinsurance policy in the amount and as provided for in Section 5.3, above; (b) filesa petition in bankruptcy, becomes insolvent or otherwise incapable of meeting itsfinancial obligations, or if a receiver is appointed for Licensee or for Licensees

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business; (c) discontinues its operations or ceases to use the licensed Marks; (d) isin material breach of any term not reasonably subject to cure; (e) has itsoperations come under the direction or control of personnel other than the personserving as School leader as of the Effective Date, unless said personnel have beenapproved in advance and in writing by Licensor; (f) fails to comply with the

requirements for tax-exempt status under Internal Revenue Code section501(c)(3); or (g) behaves, or its personnel or employees behave, in a manner that,in Licensors reasonable opinion, (i) will have a material adverse effect onLicensors reputation or the licensed Marks, or the goodwill associated therewithand (ii) was not caused by Licensor.

6.3 Termination by Licensee. Licensee may terminate this Agreement at any time inthe event of a material breach by Licensor of this Agreement with respect towhich Licensee believes Licensor has not taken adequate steps to cure following90 days written notice from Licensee. Licensee may terminate this Agreement,upon the good faith determination of Licensee after a consultation with Licensor

conducted in good faith, in the event of a material diminishment in the goodwillassociated with the Marks which (i) causes a measurable material harm to anySchool, (ii) was not caused by an act or omission of Licensee, and (iii) continuesfor more than 90 days after an initial notice of such material diminishment byLicensee to Licensor, such notice to include a description of the materialdiminishment and harm to the School(s) in sufficient detail to allow Licensor areasonable opportunity to restore the goodwill associated with the Marks.Notwithstanding the foregoing, Licensee may immediately terminate thisAgreement if Licensor, in the reasonable determination of Licensee: (a) files apetition in bankruptcy, becomes insolvent or otherwise incapable of meeting itsfinancial obligations, or if a receiver is appointed for Licensor or for Licensorsbusiness; (b) discontinues its operations; (c) fails to obtain or maintain acomprehensive general liability insurance policy in the amount and as providedfor in Section 5.3; or (d) is in material breach of any term not reasonably subjectto cure. In the event that there is a final, binding and non-appealabledetermination in any court of competent jurisdiction or by any other governingauthority barring Licensees right to use a licensed Mark in the Territory pursuantto the License, Licensee may notify Licensor in writing that it is terminating thisAgreement, provided that Licensor shall be permitted a reasonable period of time,not to exceed 90 days, to modify the Agreement to remove the use of such Markin such jurisdiction and adjust the fee accordingly. Licensee shall consider suchmodification in good faith and respond within thirty (30) days.

6.4 Fees: In consideration of Licensees use of the Marks and Licensors provision ofacademic, financial, administrative, technical and other forms of support,including but not limited to the Founding Support and, as described herein, certainongoing support to and oversight of Licensee and the Schools, Licensee shall payto Licensor, within fifteen (15) days of the end of each month beginning with thefirst month of the fiscal year that will include the first day of student attendance at

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a School, a fee equal to eight percent (8%) of Licensees total revenue (asrequired to be calculated for purposes of IRS Form 990, Part I, line 12, countingonly per-pupil revenue) with respect to the applicable month for each School fortheir first three years of student attendance, six and one half percent (6.5%) for thefourth year, and five and one half percent (5.5%) for all years thereafter. For the

avoidance of doubt, if Licensor has two Schools in the first year of thisAgreement and adds two more Schools in the fifth year, the applicablepercentages for such fifth year shall be five and one half percent (5.5%) ofLicensees total revenue from the two original Schools and eight percent (8%) ofLicensees total revenue from the two new Schools.

6.5 Effect of Termination. Upon termination, resignation or expiration of thisAgreement for any reason, Licensee will not have any right to make any usewhatsoever of the Marks and Licensor will not have any continuing right toenforce the Licensor Naming Rights set forth in Section 2.2. To the extent thatLicensees corporate name includes any of the Marks, including but not limited to

the Citizens of the World name, and unless expressly agreed to in writing byLicensor, Licensee shall (i) immediately request of the charter authorizer that itsname be changed to a name that does not include any of the Marks, or any portionof the Marks, following termination or expiration of this Agreement, (ii) use itsbest efforts to pursue such name change request and (iii) except where legallyobligated to use its current name pending such change, immediately cease use ofits name that includes the Marks or any portion of the Marks pending such namechange and immediately begin use of a doing business as fictitious name thatdoes not include any of the Marks, or any portion of the Marks.

6.6 Survival Upon Termination: The provisions of this Agreement relating to theOwnership of Marks (Section 2.3), Marks Protection (Section 2.4), Limitation ofLiability (Section 4), Indemnification (Section 5), outstanding ReimbursementAmount payment obligations, subject to any applicable limitations thereon(Section 6.4), and Co-Development and Intellectual Property (Section 7) shallsurvive the termination of this Agreement for any reason.

SECTION 7: CO-DEVELOPMENT AND INTELLECTUAL PROPERTY

7.1 Co-Development: Licensor and Licensee shall use their best efforts tocollaborate, through dialogue, communication, interaction and mutual support, inco-developing and continually improving the Schools and their operations,curriculum, environment, facilities, communities and educational experience andoutcomes, all in furtherance of the CWC Fundamentals (the Co-DevelopmentGoals).

7.2 Co-Development shall include the identification of potential improvements,problems or areas in need of development, and analysis of improvement strategiesand solutions with a view to adopting mutually agreed actions. Co-Development

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is intended to entail useful mechanisms allowing the parties to work together indeveloping solutions or projects designed to respond to a question or a need thatpromotes the Co-Development Goals.

7.3 The parties understand that the results of Co-Development can take many forms,

such as a new curriculum, a policy, a rule of procedure, a set of procedures, amethod of implementation for a measure determined by the parties, or a jointlyidentified project.

7.4 The results of Co-Development are generally expected to be jointly owned by theparties hereto. For the avoidance of doubt, however, the parties acknowledge thatLicensor has created and owns certain intellectual property, including curriculaand other education-related systems management, copyrights, etc., upon whichLicensee and the Schools are and will be based (the CWC IP). It is expectedthat certain results of Co-Development will constitute Derivative Work orImprovements with respect to the CWC IP. Derivative Work means a work

that is based on one or more preexisting works, such as a revision, enhancement,modification, translation, abridgement, condensation, expansion, or any otherform in which such preexisting works may be recast, transformed, or adapted, andthat, if prepared without authorization of the owner of the copyright in suchpreexisting work, would constitute a copyright infringement. For purposeshereof, a Derivative Work shall also include any compilation that incorporatessuch a preexisting work. Improvements include any variation, refinementand/or improvement to the CWC IP. Any Improvement shall be considered aDerivative Work. Licensor shall have sole and exclusive ownership of all right,title, and interest in and to the CWC IP, all copies thereof, and all Improvementsthereon and other Derivative Works therefrom (including ownership of allcopyrights and other intellectual property rights pertaining thereto), and all copiesof any of the foregoing. Licensee shall not have title or ownership of the CWC IP(including any Derivative Work or Improvements), but shall have the followinglimited non-exclusive rights with respect to any Improvements or DerivativeWork which Licensee creates or co-develops with Licensor: In recognition of thecontribution Licensee makes in support of any Derivative Work or Improvements,Licensor shall grant to Licensee an irrevocable, perpetual, non-exclusive, royaltyfree, world-wide right to use any such Derivative Work or Improvements inLicensees non-profit educational activities.

SECTION 8: GENERAL PROVISIONS

8.1 This Agreement and any dispute arising from the performance or breach thereofshall be governed by and enforced in accordance with the laws of the State ofNew York, without reference to any conflict of laws provisions.

8.2 Severability: In the event that any provision of this Agreement is found to beinvalid, illegal or unenforceable in any jurisdiction, all other provisions hereof

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shall remain in full force and effect, and such invalidity, illegality orunenforceability shall not affect the validity, legality and enforceability of allother provisions.

8.3 No Modification or Waiver: At each renewal of the term of this Agreement

pursuant to Section 6.1, the parties shall enter into good faith discussions as todesired modifications to the CWC Services and the fees described in Section 6.4.Notwithstanding the forgoing, there shall be no amendment, modification orwaiver of any provision of this Agreement unless made in writing by both partieshereto. No provision of this Agreement shall be varied, contradicted or explainedby any oral agreement, course of dealing or performance. No failure on the partof either party to exercise any right under this Agreement, or any right providedby state law or equity or otherwise, shall impair, prejudice or constitute a waiverof any such right.

8.4 Successors and Assigns: This Agreement shall be binding upon and inure to the

benefit of the Licensor and Licensee, and their respective successors and assigns,provided that this Agreement may not be assigned or transferred, directly orindirectly, by Licensee to any third party, whether by operation of law orotherwise, without the prior written consent of Licensor. Nothing in thisAgreement shall be construed to limit the right of Licensor to assign the Marks orthis Agreement, provided that the transferee or assignee agrees in writing to bebound by the terms and conditions of this Agreement.

8.5 Independent Contractors: Nothing in this Agreement is intended, or is to beconstrued, to constitute a partnership or any other relationship between the partieshereto. Neither of the parties to this Agreement shall have any express or impliedright or authority to assume or create any obligation on behalf of any other party,or to bind any other party to any contract, undertaking or agreement with anythird party.

8.6 Entire Agreement: This Agreement embodies the entire understanding betweenthe parties hereto, including with respect to the licensed Marks, and supersedesany prior communications, representations or understandings with respect thereto,whether written or oral, including but not limited to the 2012 Agreement.

SECTION 9: NOTICES

Any notices or other communications required to be given by either party pursuant to thisAgreement shall be in writing and personally delivered or sent by certified or registered mail, orby commercial overnight courier service with tracking capabilities, costs prepaid, to thefollowing addresses:

To Licensor:

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Citizens of the World Charter Schoolsc/o Carrie Wagner, Secretary5731 Wilshire Blvd., Suite 210Los Angeles, CA 90036

With a copy to:

Hunton & Williams LLC550 South Hope Street, Suite 2000Los Angeles, California 90071Attn: Ofer Lion

To Licensee:

Citizens of the World Charter School New York1c/o Diane Robinson, President

CWC Williamsburg / JHS 126424 Leonard StreetBrooklyn, NY 11222

(Signature page follows)

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IN WITNESS WHEREOF, Licensor and Licensee have caused this Agreement to beentered into effective as of the Effective Date.

LICENSOR

Citizens of the World Charter Schools,a California nonprofit public benefit corporation

By: ______________________________ _________J. Kristean Dragon DatePresident

LICENSEE

Citizens of the World Charter School New York1,a New York education corporation

By: ______________________________ _________Name: DateIts:

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EXHIBIT A

CWC Services

Unless otherwise indicated, terms used herein shall have the meanings ascribed in the Amended

and Restated License and Affiliation Agreement.

Pursuant to the Agreement, Licensor and Licensee expect to engage in ongoing collaborativeefforts, through dialogue, communication, interaction and mutual support, in co-developing theSchools and their operations, curriculum, environment, facilities, communities and educationalexperience and outcomes, all in furtherance of the CWC Fundamentals, and the parties expectthat the following CWC Services will be subject to discussion and engagement on an ongoingbasis.

I PHASE I (APPROXIMATELY 20 MONTHS):

This first phase involves CWCs role in Licensees start-up and launch period. During thisphase, CWC determined to enter the region after completing a significant amount of communityoutreach and research. CWC performed all functions necessary to obtain charter approval.CWC has directed and continues to direct the recruitment, selection and onboarding ofLicensees founding board members and School leader talent. These CWC Services are renderedfor purposes of creating the Schools and ensuring their successful launch.

A Start-up/Launch Support/Charter Development1 Diversity/Community

CWC assesses fit for school model by researching community interests, demographics,and political climate. CWC engages with local community, including outreach to parents, community leaders,

charter advocates and other key stakeholders. CWC engages local experts to gain knowledge on how to be successful in obtaining

charter in specified region. CWC is engaged with public relations strategy as needed to be responsive and adaptive to

community outreach needs. CWC staff will travel regularly to the region in order to build strong relationships with all

stakeholders. CWC staff and applicable Licensee founding board members will attend public hearings.

CWC will incur marketing expenses consisting of marketing collateral such as parentengagement documents and information about the CWC Network and the new Schools.

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2 Academics CWC develops the overall academic framework and design for the Schools within the

areas of Curriculum, Instructional Methods and Assessments, through the charteringprocess.

The charter application process will be initiated with the chartering agency.

The charter petition is written with thorough descriptions of the academic program andgovernance.

CWC staff will attend meetings with the chartering agency officials and respond tofeedback and request for changes in petition by chartering agency and stakeholders.

All aspects of the charter petition will be negotiated with the chartering agency. CWC will perform political advocacy intended to ensure approval of the charter.

3 Talent CWC recruits and onboards Licensees founding board members with education about,

and the board members endorse, the mission, vision and theory of action of the CWCNetwork.

CWC will assess regional landscape for talent pipelines and build relationships as neededwith potential talent networks.

B School Operations/Finance/Infrastructure Setup

CWC assesses revenue of region to understand the financial viability of the model. CWC develops an initial school budget as part of the chartering process. CWC initiates facility conversations with local experts. Lawyers are engaged to advise on the charter application and Licensees corporate

formation and tax-exemption. CWC sets up corporate structure and undertakes initial federal, state and local regulatory

filings. Payroll tax identification numbers will be applied for, both federal and state. Directors and Officers insurance will be set up by CWC to protect Licensees directors

and officers. Local bank accounts will be established. CWC staff will recruit and attract Licensees Executive Director and School Principals. CWC will train Licensee board and staff to build context and knowledge on the CWC

educational model and commitment to diversity. CWC will oversee the development of the operating budget. CWC will provide at least $200,000 in zero interest start-up financing to Licensee for

each School. CWC will vet vendors and make recommendations to Licensees board. Community engagement will be transitioned to from CWC staff to Licensee directors and

staff, who will receive ongoing support and coaching by CWC.

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CWC staff will continue to travel to the local region. CWC will provide Licensees board and leadership with Human Resource Support

(hiring paperwork, payroll set, etc.)

II PHASE II: ONGOING SUPPORT

In the second phase of CWC and Licensees relationship, the role of CWC intentionallydiminishes with the ultimate goal of Licensee achieving the capacity to independently fulfill therole and responsibilities set forth in the charter. In Phase Two, a CWC staff member may serveas a Licensee board member, ensuring that the early years are successful and benefit from CWCNetwork lessons learned. If Licensee requests additional help or services from CWC, and CWCis capable of delivering such support at high levels of quality, CWC shall undertake its bestefforts to accommodate the request.

During Phase Two, as outlined in Section 3 of this Agreement and in the charter, CWC will (i)conduct School evaluations, (ii) facilitate CWC Network information sharing and working toreplicate best practices among all schools in the CWC Network, and (iii) support the Schools indetermining effective knowledge management systems. In so doing, CWC will continue toprovide support in many areas.

A Academic

CWC will collaborate with Licensee in support of curricular decisions and best practicesfor implementation and execution of the program and curricula outlined in the charter.

CWC will support School leadership training on proven pedagogical practices. CWC will provide support to ensure that the social emotional program in the Schools is

strong.

Teacher evaluation models will be created by CWC and provided to Licensee withexamples for effective implementation.

School evaluations will be developed and conducted by CWC. The evaluation processwill focus on quality of outcomes and fulfillment of the mission and the CWCFundamentals. These reviews will provide feedback to School leaders that they may usein making programmatic decisions. In addition, this process will identify promisingpractices to share across the CWC Network.

B Talent

CWC will support Schools in leveraging talent across and beyond the CWC Network. CWC will support key Licensee leadership talent, including its Board of Directors,

Executive Directors and School Principals. As part of the CWC Network, School leaders will gain access to a Principal Network,

Parent Network and Executive Director Network, all facilitated by CWC.

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C Diversity/Community

CWC will provide support to local regions community outreach efforts including:1 CWC support of transition and onboarding of new School leaders in

collaboration with Licensees board, with attention to parent andcommunity relationships and context.

2 CWC will develop replicable materials for School leaders in the area ofparent/community outreach.

CWC will provide public relations support to enhance the reputation of the brand and theSchool in the local community.

D School Operations/Finance/Infrastructure

CWC will perform financial oversight over Licensee and the Schools to ensure (i) thatstrong financial controls are in place and (ii) overall financial health.

CWC will continue to vet and recommend vendors. CWC will share best practices to increase Licensees operational efficiency. CWC will support Licensees leadership in creating their strategy for future growth.

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E Set-backs

In the event problems arise in the following areas, CWC will use its best efforts tosupport Licensee and such School with resolution of the issue:

1 Academic Performance2 Community Relations3 Diversity4 Chartering Authorizer Regulations5 Employee Relations6 Financial Condition7 Internal Controls/Fraud8 Vendor Quality Assurance9 Strategic Vision Alignment1 Curriculum Design

III CWC LIAISON

One or more executive level employees of Licensor shall serve as the CWC Liaisonresponsible for Licensor communications with Licensee, identifying and resolving problems,issues and challenges that arise with respect to the Schools or this Agreement, andrecommending more effective coordination and collaboration between the parties hereto, asappropriate. Licensor shall make a good faith effort to (1) select a CWC Liaison that Licensor

reasonably believes should be acceptable to Licensee and (2) introduce the CWC Liaison, andany replacement or successor thereof, to Licensee. Licensee may convey to Licensor, throughthe CWC Liaison or through any officer of Licensor, any material issues or concerns with theCWC Liaison. Licensor shall use reasonable efforts to address any such issues or concernswhich Licensor concurs in good faith are material.

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EXHIBIT B

1. U.S. Trademark Registration No. 4,057,645(Application No. 85/235,575)

Mark: CITIZENS OF THE WORLD CHARTER SCHOOLAttorney Docket No. 79208.000002

2. All potential, pending or existing service marks, design marks, trade names, domainnames, registrations and applications for registration thereof with respect to the trademarklisted in item 1, above, or any substantially similar mark, including but not limited toCitizens of the World and CWC.

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EXHIBIT C

1. Citizens of the World Charter School New York 12. Citizens of the World Charter School New York 2