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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 to that
agreement, pursuant to which such undersigned persons and entities shall receive
shares of the Company's Series A Preferred Stock.
By signing below, each of the undersigned hereby (i)
acknowledges that it has received a copy of the Stockholders Agreement, dated as
of April 1, 2000, by and between the Company and its stockholders (the
"Stockholders Agreement") and (ii) agrees that it shall, upon the issuance of
the shares of Series A Preferred Stock, automatically and without further action
on its part or on the part of the Company become one of the Investors and
Additional Stockholders and shall be subject to the provisions of the
Stockholders Agreement. Each of the undersigned further agrees that its rights
and obligations under each of Article I, II and III shall terminate upon the
closing of an IPO which results in gross proceeds to the Company in excess of
$30,000,000 and hereby waives any rights they may have to cause the Company or
the Founder to enter into new agreements to preserve any such rights until the
closing of an QIPO. Terms used by not defined herein shall have the meanings as
are set forth in the Stockholders Agreement.
SGC PARTNERS II, LLC
By: SG MERCHANT BANKING FUND L.P.,
By: SG CAPITAL PARTNERS L.L.C.,
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Managing Director
OLYMPUS GROWTH FUND II, L.P.
By: OGP III, LLC, its general partner
By: /s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx
Member
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OLYMPUS EXECUTIVE FUND, L.P.
By: OEF, L.P., its general partner
By: LJM, L.L.C., a general partner
By: /s/ Xxxxx X. Xxxxxxxxxx
Xxxxx X. Xxxxxxxxxx
Member
AGREED AND ACCEPTED:
THE PRINCETON REVIEW, INC.
By:/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
President
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