The Princeton Review, Inc. Framingham, MA 01701 Attention: Chief Executive Officer Ladies and Gentlemen:Letter Agreement • October 19th, 2009 • Prides Capital Partners, LLC • Services-educational services • New York
This letter agreement (together with the annexes attached hereto, this “Commitment Letter”) sets forth the commitment of Prides Capital Fund I LP (“Prides”), subject to the terms and conditions contained herein, to exchange certain equity interests of The Princeton Review, Inc., a Delaware corporation (the “Company”) for certain other equity interests of the Company. It is contemplated that, (i) pursuant to a Stock Purchase Agreement (the “Acquisition Agreement”) dated as of October 16, 2009, by and among the Company, Penn Foster Holdings LLC (the “Seller”), a Delaware limited liability company, Penn Foster Education Group, Inc. (“Target”), a Delaware corporation and certain members of the Seller as set forth therein, the Company shall acquire the Target (the “Acquisition”), and that (ii) pursuant to a stock purchase agreement (the “Purchase Agreement”) to be entered into by and among the Company, Bain Capital Venture Fund 2007, L.P. and affiliated funds (“BCV”), Falcon Strategic Partn
