INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • July 24th, 2007 • Prides Capital Partners, LLC • Services-educational services • New York
INVESTOR RIGHTS AGREEMENT dated as of July 23, 2007 by and among The Princeton Review, Inc., a Delaware corporation (the “Company”), the persons executing this Agreement as Purchasers (the “Purchasers”), and the persons executing this Agreement as Common Stockholders (the “Stockholders”).
EXECUTION COPYAgreement • July 24th, 2007 • Prides Capital Partners, LLC • Services-educational services • New York
AGREEMENT (this “Agreement”) entered into this 23rd day of July, 2007, between The Princeton Review, Inc., a Delaware corporation (the “Company”), and John Katzman (“Katzman”), a stockholder of the Company (both being sometimes referred to herein collectively as the “Parties” and each as a “Party”).
JOINT FILING UNDERTAKINGJoint Filing Undertaking • July 24th, 2007 • Prides Capital Partners, LLC • Services-educational services
The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.
EXECUTION COPYAgreement • July 24th, 2007 • Prides Capital Partners, LLC • Services-educational services • New York
AGREEMENT (this “Agreement”) entered into this 23rd day of July, 2007, between The Princeton Review, Inc., a Delaware corporation (the “Company”), on the one hand, and the parties listed on Schedule A hereto (the “Purchasers”) (all of the parties to this Agreement being sometimes referred to herein collectively as the “Parties” and each as a “Party”).
SERIES C PREFERRED STOCK PURCHASE AGREEMENT AMONG THE PRINCETON REVIEW, INC., BAIN CAPITAL VENTURE FUND 2007, L.P. PRIDES CAPITAL FUND I LP AND THE OTHER PURCHASERS NAMED ON SCHEDULE I HERETO DATED AS OF JULY 23, 2007Series C Preferred Stock Purchase Agreement • July 24th, 2007 • Prides Capital Partners, LLC • Services-educational services • New York
This SERIES C PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 23rd day of July, 2007 (the “Purchase Date”) by and among The Princeton Review, Inc., a Delaware corporation (the “Company”), Bain Capital Venture Fund 2007, L.P., a Delaware limited partnership (“Bain Capital”), Prides Capital Fund I LP, a Delaware limited partnership (“Prides Capital”) and the other entities and individuals as listed on Schedule I attached hereto (Bain Capital, Prides Capital and such other entities and individuals, the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 10 hereof.
