Purchase and Sale AgreementPurchase and Sale Agreement • June 14th, 2007 • Prides Capital Partners, LLC • Services-educational services • New York
This purchase and sale agreement (including all schedules hereto, the “Purchase Agreement”) will confirm that Bear, Stearns & Co. Inc. (the “Seller”) will sell, and Prides Capital Fund I, L.P. (the “Purchaser”) will purchase 6,000 shares of Series B-1 Cumulative Convertible Preferred Stock, par value $0.01 per share (the “Shares”) of The Princeton Review, Inc. (the “Issuer”) and that the Purchaser will assume all of the rights and obligations of the Seller pursuant to the Agreement (as defined below), including the Fletcher Rights (as defined in the Agreement), on June 8, 2007 (the “Trade Date”), for an aggregate consideration of $13,796,100.00 (the “Purchase Price”). The Purchase Price will be paid by the Purchaser to the Seller against delivery of the Shares with a stock power to the Purchaser, this Purchase Agreement and the Assignment Agreement (as defined below).
June 5, 2007 Prides Capital Fund I, L.P. Boston, MA 02110Series B-1 Cumulative Convertible Preferred Stock Agreement • June 14th, 2007 • Prides Capital Partners, LLC • Services-educational services • New York
Reference is made to the Agreement, dated May 28, 2004 (the “Agreement”), by and between The Princeton Review, Inc., a Delaware corporation (“the Company”), and Fletcher International, Ltd., a company organized under the laws of Bermuda (“Fletcher”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
ASSIGNMENT AGREEMENT dated as of June 7, 2007 among: Bear, Stearns & Co. Inc. (the "Assignor") AND Prides Capital Fund I, L.P. (the "Assignee").Assignment Agreement • June 14th, 2007 • Prides Capital Partners, LLC • Services-educational services
Assignor is party by assignment dated as of January 31, 2007 to an Agreement dated as of May 28, 2004 between Assignor and The Princeton Review, Inc. (the "Agreement"). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement.
