14,000,000 Shares THE PRINCETON REVIEW, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 16th, 2010 • Princeton Review Inc • Services-educational services • New York
The Princeton Review, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 14,000,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to 2,100,000 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
