RecitalsAsset Purchase Agreement • December 26th, 2000 • Princeton Review Inc • Services-educational services • New York
1 2 FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE...Rights Agreement • August 16th, 2000 • Princeton Review Inc • New York
Exhibit 10.59 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made as of October 1, 2001, by and between, on the one hand, THE PRINCETON REVIEW, INC., a Delaware corporation, having an office at 2315 Broadway, New York, NY 10024,...Security Agreement • March 29th, 2002 • Princeton Review Inc • Services-educational services • Illinois
1 Exhibit 10.14 SECOND AMENDMENT TO LEASE AGREEMENT AMENDMENT dated February 6, 1995 to Lease Agreement dated the 23rd day of April, 1992 between 2315 Broadway Realty Co. (the "Landlord") and The Princeton Review, Inc. (the "Tenant"), as amended (the...Lease Agreement • August 16th, 2000 • Princeton Review Inc
AGREEMENTAgreement • March 15th, 2001 • Princeton Review Inc • Services-educational services • New York
1 Exhibit 10.55 WARRANT AGREEMENT THE PRINCETON REVIEW, INC.Warrant Agreement • December 26th, 2000 • Princeton Review Inc • Services-educational services • New York
1 Exhibit 2.11 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 15th, 2001 • Princeton Review Inc • Services-educational services • New York
RECITALSContribution Agreement • August 16th, 2000 • Princeton Review Inc • Delaware
1 Exhibit 10.2 THE PRINCETON REVIEW, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Series A Preferred Stock Purchase Agreement (the "Agreement") is entered into as of the 18th day of April 2000, by and among The Princeton Review, Inc., a...Preferred Stock Purchase Agreement • August 16th, 2000 • Princeton Review Inc • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 9th, 2010 • Princeton Review Inc • Services-educational services • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2010 between THE PRINCETON REVIEW, INC., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (the "Pledge Agreement"), dated as of August 15, 2001, is by and between Bruce Task ("Task"), an individual residing at 4 Longford Ct., Warren, NJ 07059 and The Princeton...Pledge and Security Agreement • November 13th, 2001 • Princeton Review Inc • Services-educational services • New York
RECITALSSubordination Agreement • March 29th, 2002 • Princeton Review Inc • Services-educational services • Illinois
1 Exhibit 10.3 JOINDER TO STOCKHOLDERS AGREEMENT Each of the undersigned is a party to the Stock Purchase Agreement, dated as of April 18, 2000, by and among The Princeton Review, Inc. (the "Company") and the persons and entities listed on Exhibit A...Stockholders Agreement • August 16th, 2000 • Princeton Review Inc
BY AND AMONGAsset Purchase Agreement • October 9th, 2001 • Princeton Review Inc • Services-educational services • New York
1 Exhibit 10.16 FOURTH AMENDMENT TO LEASE AGREEMENT AMENDMENT dated July 10, 1998 to Lease Agreement dated the 23rd day of April, 1992 between 2315 Broadway Realty Co. (the "Landlord") and The Princeton Review, Inc. (the "Tenant"), as previously...Lease Agreement • August 16th, 2000 • Princeton Review Inc
1 2 and the parties shall revert to the original terms of the Option Agreement. Further, TPR and Sellers hereby confirm that the duration of the Option Term has not been extended and shall end at 11:59 PM on December 31, 2000.Option Agreement • December 26th, 2000 • Princeton Review Inc • Services-educational services
Security Agreement 2 - 2 -Security Agreement • December 26th, 2000 • Princeton Review Inc • Services-educational services • New York
1 2 Letter Agreement. That certain Letter Agreement (the Commitment Letter) dated as of September 20, 2000 between the Debtor and Bank with respect to the Indebtedness and in any amendments, supplements, or modifications thereto.Security Agreement • November 17th, 2000 • Princeton Review Inc • Services-educational services • New York
1 Exhibit 10.12 STANDARD FORM OF OFFICE LEASE THE REAL ESTATE BOARD OF NEW YORK, INC. AGREEMENT OF LEASE, made as of this 23rd day of April, 1992 between 2316 BROADWAY REALTY CO., with offices at 440 Park Avenue South, New York, NY 10016 party of the...Princeton Review Inc • August 16th, 2000 • New York
AGREEMENTAgreement Agreement • November 17th, 2000 • Princeton Review Inc • Services-educational services • New York
1 Exhibit 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 8th, 2001 • Princeton Review Inc • Services-educational services • New York
2 3 "overstated" includes understatement of losses. TPR shall have the right to terminate this Agreement under Section 12 if the Audited Statements reveal that any of the figures from Schedule 2 identified above is overstated by more than 5%. Sellers...Asset Purchase Agreement • August 16th, 2000 • Princeton Review Inc • New York
2 3 of the Collateral shall be determined as follows: (a) if the stock of TPR is then listed on Nasdaq or a national securities exchange, the Fair Market Value of the stock of TPR shall be the average closing price of such stock as reported on Nasdaq...Pledge and Security Agreement • November 17th, 2000 • Princeton Review Inc • Services-educational services • New York
PREAMBLEStockholders Agreement • August 16th, 2000 • Princeton Review Inc • New York
1 Exhibit 2.8 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 15th, 2001 • Princeton Review Inc • Services-educational services • New York
Exhibit 10.57 AMENDED AND RESTATED SECURED PROMISSORY NOTE $3,400,000 Date: October 1, 2001 FOR VALUE RECEIVED, Princeton Review Publishing, L.L.C., a Delaware limited liability company (the "Borrower"), hereby promises to pay to the order of...Princeton Review Inc • March 29th, 2002 • Services-educational services
This Note is the "Restated Note" referred to in, and is executed and delivered in connection with, that certain Amended and Restated Loan and Security Agreement dated October 1, 2001, by and between Borrower and Lender (as the same may from time to time be amended, modified or supplemented in accordance with its terms, the "Loan Agreement"), and is entitled to the benefit and security of the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), to which reference is made for a statement of all of the terms and conditions thereof. All terms defined in the Loan Agreement shall have the same definitions when used herein, unless otherwise defined herein.
1 EXHIBIT 10.42 FORMATION AGREEMENTFormation Agreement • November 17th, 2000 • Princeton Review Inc • Services-educational services • New York
1 Exhibit 10.15 THIRD AMENDMENT TO LEASE AGREEMENT AMENDMENT dated April 2, 1996 to Lease Agreement dated the 23rd day of April, 1992 between 2315 Broadway Realty Co. (the "Landlord") and The Princeton Review, Inc. (the "Tenant"), as amended (the...Lease Agreement • August 16th, 2000 • Princeton Review Inc
14,000,000 Shares THE PRINCETON REVIEW, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2010 • Princeton Review Inc • Services-educational services • New York
The Princeton Review, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 14,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to 2,100,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
1 Exhibit 10.13 AMENDMENT TO LEASE AGREEMENT AMENDMENT dated December 9, 1993 to Lease Agreement (the "Lease") dated the 3rd day of April, 1992 between 2315 Broadway Realty Co. (the "Landlord") and The Princeton Review, Inc. (the "Tenant"). W I T N E...Lease Agreement • August 16th, 2000 • Princeton Review Inc
Exhibit 10.2 EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC. This employment Agreement is between Mark Chernis ("Chernis") and The Princeton Review, Inc. ("TPR"), and is subject to the terms of the Executive Compensation Policy Statement, the current...Employment Agreement • May 14th, 2002 • Princeton Review Inc • Services-educational services
ANDPrinceton Review Inc • August 16th, 2000 • New York
CREDIT AGREEMENT Dated as of December 7, 2009 among THE PRINCETON REVIEW, INC., AS BORROWER THE GUARANTORS PARTY HERETO THE LENDERS AND L/C ISSUERS PARTY HERETO and GENERAL ELECTRIC CAPITAL CORPORATION, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT GE...Credit Agreement • December 8th, 2009 • Princeton Review Inc • Services-educational services • New York
THIS CREDIT AGREEMENT, DATED AS OF DECEMBER 7, 2009, IS ENTERED INTO AMONG THE PRINCETON REVIEW, INC. (THE “BORROWER”), THE GUARANTORS PARTY HERETO, THE LENDERS (AS DEFINED BELOW), THE L/C ISSUERS (AS DEFINED BELOW) AND GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 15th, 2011 • Princeton Review Inc • Services-educational services • Massachusetts
This EXECUTIVE EMPLOYMENT AGREEMENT is entered into as of the 3rd day of December, 2010 (the “Effective Date”), by and between The Princeton Review, Inc. (the “Company”), a Delaware corporation, and Thomas O’Keefe (the “Executive”).
1 Exhibit 10.10 SOFTWARE PURCHASE AGREEMENT This Software Purchase Agreement (this "AGREEMENT") is made and entered into as of June 23, 1998, by and between Learning Company Properties, Inc. (the "BUYER") and Princeton Review Publishing, L.L.C. (the...Software Purchase Agreement • August 16th, 2000 • Princeton Review Inc • Massachusetts
