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
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
RECITALSContribution Agreement • August 16th, 2000 • Princeton Review Inc • Delaware
ANDPrinceton Review Inc • August 16th, 2000 • New York
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
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
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
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
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
PREAMBLEStockholders Agreement • August 16th, 2000 • Princeton Review Inc • 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
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
1 EXHIBIT 10.22 EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC. This Employment Agreement is between Linda Nessim-Rubin ("Nessim-Rubin") and The Princeton Review, Inc. ("TPR"), and is subject to the current terms of the Executive Compensation Policy...Employment Agreement • August 16th, 2000 • Princeton Review Inc
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
1 Exhibit 10.32 CONVERSION AGREEMENT THE PRINCETON REVIEW, INC. This Conversion Agreement is between Evan Schnittman ("you") and The Princeton Review, Inc. ("TPR" or "we"), and is subject to the terms of any Employment Agreement between us. It...Conversion Agreement • August 16th, 2000 • Princeton Review Inc
2 3 of such preemptive rights on or before the Closing Date (as defined below) (the "Preemptive Notice"). An electing Non-Voting Holder will have up to forty (40) days after the Closing Date to pay the full purchase price for the units of Non-Voting...Conversion and Contribution Agreement • August 16th, 2000 • Princeton Review Inc • Delaware
RECITALSTPR Contribution Agreement • August 16th, 2000 • Princeton Review Inc • Delaware
1 Exhibit 10.8 This Master Services Agreement (this "Agreement") is entered into as the 16th day of June, 1999 ("Effective Date") by and between the entity indicated on the Services Order Form attached hereto, with an office at the address listed on...Master Services Agreement • August 16th, 2000 • Princeton Review Inc • California
1 Exhibit 10.9 MSA Addendum (The Princeton Review) This Addendum to the Master Services Agreement shall be incorporated by reference into said MSA, and shall control all conflicting terms in the Master Services Agreement and in any Service Order(s)...Princeton Review Inc • August 16th, 2000
