FRANCHISE AND ASSET SALE AGREEMENTFranchise and Asset Sale Agreement • June 16th, 2008 • Princeton Review Inc • Services-educational services • New York
This Franchise and Asset Sale Agreement (this “Agreement”) by and among The Princeton Review, Inc., a Delaware corporation (“Parent”), TPR SoCal, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II”), and Paul Kanarek (“Kanarek”), an individual residing in the State of California, is hereby made and entered into as of June 11, 2008. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined). The foregoing parties are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF JUNE 11, 2008 AMONG THE PRINCETON REVIEW, INC., TPR SOCAL I, INC., TPR SOCAL, LLC, THE PRINCETON REVIEW OF ORANGE COUNTY, INC. AND PAUL KANAREKPrinceton Review Inc • June 16th, 2008 • Services-educational services • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”), dated as of June 11, 2008, is made by and among The Princeton Review, Inc., a Delaware corporation (“Parent”), TPR SoCal I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Merger Sub I”), TPR SoCal, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II”), The Princeton Review of Orange, Inc., a California corporation (the “Company”), and Paul Kanarek, an individual residing in the State of California, and the sole stockholder of the Company (the “Stockholder”). The foregoing parties are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Article 11.
FRANCHISE AND ASSET SALE AGREEMENTFranchise and Asset Sale Agreement • June 16th, 2008 • Princeton Review Inc • Services-educational services • New York
This Franchise and Asset Sale Agreement (this “Agreement”) by and among The Princeton Review, Inc., a Delaware corporation (“Parent”), TPR SoCal, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub II”), LeComp Co., Inc., a California corporation (“LeComp”), and Lloyd Eric Cotsen, an individual residing in the State of California and the sole stockholder of LeComp (“Cotsen”), is hereby made and entered into as of June 11, 2008. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as hereinafter defined). The foregoing parties are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.”
