0000950123-07-010349 Sample Contracts

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • July 26th, 2007 • Princeton Review Inc • 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”).

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AMENDMENT TO EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC.
Employment Agreement • July 26th, 2007 • Princeton Review Inc • Services-educational services

This Amendment to the Employment Agreement (the “Employment Agreement”), dated April 24, 2004 is between Margot Lebenberg (“Exec”) and The Princeton Review, Inc. (“TPR”) is entered into by Exec and TPR.

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, 2007
Series C Preferred Stock Purchase Agreement • July 26th, 2007 • Princeton Review Inc • 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.

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