PRINCETON REVIEW INC Contracts & Agreements

ASSET PURCHASE AGREEMENT by and among HIGHER EDUCATION PARTNERS LLC and THE PRINCETON REVIEW, INC. Dated as of April 25, 2011 ASSET PURCHASE AGREEMENT (Filed With SEC on April 16, 2012)

SETTLEMENT AND MUTUAL RELEASE AGREEMENT (Filed With SEC on April 16, 2012)

Page 2 (Filed With SEC on April 16, 2012)

SECOND AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT (Filed With SEC on April 16, 2012)

AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes) (Filed With SEC on April 16, 2012)

FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on April 16, 2012)

FOURTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (Filed With SEC on April 16, 2012)

FIFTH AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (Filed With SEC on April 16, 2012)

THIRD AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT (Filed With SEC on April 16, 2012)

AMENDMENT NO. 1 TO AMENDED AND RESTATED SUBORDINATION AGREEMENT (Senior Subordinated Notes) (Filed With SEC on April 16, 2012)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on April 16, 2012)

ASSET PURCHASE AGREEMENT by and among TPR EDUCATION, LLC THE PRINCETON REVIEW, INC. THE PRINCETON REVIEW CANADA INC. AND PRINCETON REVIEW OPERATIONS, L.L.C. Dated as of March 26,... (Filed With SEC on March 29, 2012)

Master Publishing Agreement (Filed With SEC on November 9, 2011)

2011 EXECUTIVE BONUS PLAN July 6, 2011 (Filed With SEC on July 12, 2011)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on March 15, 2011)

FIRST AMENDMENT TO AMENDED AND RESTATED CREDITAGREEMENT (Filed With SEC on March 11, 2011)

THIRD AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (Filed With SEC on March 11, 2011)

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on March 11, 2011)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on November 9, 2010)

INDEMNIFICATION AGREEMENT (Filed With SEC on November 9, 2010)

AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (Filed With SEC on October 20, 2010)

$72,500,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 6, 2010 among THEPRINCETON REVIEW, INC. and PENN FOSTER, INC., AS BORROWERS THEGUARANTORS PARTY HERETO THE... (Filed With SEC on August 11, 2010)

AMENDED AND RESTATED GUARANTY ANDSECURITY AGREEMENT Dated as of August 6, 2010 among THEPRINCETON REVIEW, INC., PENN FOSTER, INC. and EachGrantor From Time to Time Party Hereto... (Filed With SEC on August 11, 2010)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on April 29, 2010)

SECOND AMENDMENT TO BRIDGE NOTE PURCHASE AGREEMENT (Filed With SEC on April 29, 2010)

FIRST AMENDMENT TO SENIOR SUBORDINATED NOTE PURCHASE AGREEMENT (Filed With SEC on April 29, 2010)

FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (Filed With SEC on April 29, 2010)

CONTRIBUTION AGREEMENT BY AND AMONG THE NATIONAL LABOR COLLEGE, THE PRINCETON REVIEW, INC. AND NLC-TPR SERVICES, LLC CONTRIBUTION AGREEMENT (Filed With SEC on April 21, 2010)

14,000,000 Shares THE PRINCETON REVIEW, INC. Common Stock UNDERWRITING AGREEMENT (Filed With SEC on April 16, 2010)

The Princeton Review, Inc. 111 Speen Street, Suite 550 Framingham, MA 01701 March 31, 2010 (Filed With SEC on April 2, 2010)

LEASE RREEF AMERICA REIT III-Z1, LLC, (Filed With SEC on March 15, 2010)

FIRST AMENDMENT TO LEASE (Filed With SEC on March 15, 2010)

SECOND AMENDMENT TO LEASE (Filed With SEC on March 15, 2010)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on March 15, 2010)

JOINDER AND AMENDMENT TO AMENDED ANDRESTATED INVESTOR RIGHTS AGREEMENT (Filed With SEC on March 15, 2010)

JOINDER AND AMENDMENTTO SERIES E PREFERRED STOCK PURCHASE AGREEMENT (Filed With SEC on March 15, 2010)

AMENDED AND RESTATED INVESTORRIGHTS AGREEMENT (Filed With SEC on December 8, 2009)

$50,000,000 (Filed With SEC on December 8, 2009)

Dated as of December 7, 2009 among (Filed With SEC on December 8, 2009)

SENIOR SUBORDINATED NOTE PURCHASEAGREEMENT DATED AS OF DECEMBER 7, 2009 AMONG THE PRINCETON REVIEW, INC., AS ISSUER THE GUARANTORS PARTY HERETO AND THE PURCHASERS PARTY HERETO (Filed With SEC on December 8, 2009)

SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 7, 2009 AMONG THE PRINCETON REVIEW, INC., (Filed With SEC on December 8, 2009)

BRIDGE NOTE PURCHASE AGREEMENT DATED AS OFDECEMBER 7, 2009 AMONG THE PRINCETON REVIEW, INC., AS ISSUER (Filed With SEC on December 8, 2009)

GUARANTY AND SECURITY AGREEMENT Dated as of December 7, 2009 among THE PRINCETON REVIEW, INC. (Filed With SEC on December 8, 2009)

AMONG THE PRINCETON REVIEW, INC., (Filed With SEC on December 8, 2009)

RESTRICTED STOCK UNIT AGREEMENT THE PRINCETON REVIEW, INC. (Filed With SEC on December 2, 2009)

STOCK PURCHASE AGREEMENT BYAND AMONG THE PRINCETON REVIEW,INC. PENN FOSTER HOLDINGS LLC (Filed With SEC on October 21, 2009)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on May 8, 2009)

REGISTRATION AGREEMENT (Filed With SEC on March 31, 2009)

CONSENTS (Filed With SEC on March 16, 2009)

ASSET PURCHASE AGREEMENT by and among CORE EDUCATION AND CONSULTING SOLUTIONS, INC., and (Filed With SEC on December 30, 2008)

EXECUTIVE EMPLOYMENT AGREEMENT (Filed With SEC on November 12, 2008)

The Princeton Review, Inc. Summary of Cash and Equity Compensation Practices (Filed With SEC on August 11, 2008)

CREDIT AGREEMENT by and among (Filed With SEC on July 7, 2008)

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 (Filed With SEC on June 16, 2008)

FRANCHISE AND ASSET SALE AGREEMENT (Filed With SEC on June 16, 2008)

2315 Broadway Realty Co. c/o 116 East 27th Street, 3rd Floor (Filed With SEC on March 17, 2008)

[PRINCETON REVIEW LETTERHEAD] (Filed With SEC on March 17, 2008)

EMPLOYMENT AGREEMENT The Princeton Review, Inc. (Filed With SEC on March 17, 2008)

THE PRINCETON REVIEW, INC. 2315 Broadway New York, NY 10024 May 5, 2006 (Filed With SEC on March 17, 2008)

Stephen Richards Stock Option Grant and Agreement (Filed With SEC on March 17, 2008)

/s/ John Marshall (Filed With SEC on March 17, 2008)

Stock Option Grant The Princeton Review, Inc. (Filed With SEC on March 17, 2008)

EX-4.1: REGISTRATION RIGHTS AGREEMENT (Filed With SEC on March 10, 2008)

AGREEMENT AND PLAN OF MERGER (Filed With SEC on February 22, 2008)

EX-10.54: AMENDMENT TO SERVICE AND LICENSE AGREEMENT (Filed With SEC on November 9, 2007)

Employment Agreement The Princeton Review, Inc. (Filed With SEC on August 9, 2007)

Amendment to Employment Agreement The Princeton Review, Inc. (Filed With SEC on August 9, 2007)

Michael J. Perik Stock Option Grant and Agreement The Princeton Review, Inc. (Filed With SEC on August 9, 2007)

EX-4.1: INVESTOR RIGHTS AGREEMENT (Filed With SEC on July 26, 2007)

EX-10.1: SERIES C PREFERRED STOCK PURCHASE AGREEMENT (Filed With SEC on July 26, 2007)

EX-10.2: AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on July 26, 2007)

EX-10.1: SERVICES AND LICENSE AGREEMENT (Filed With SEC on May 3, 2007)

EX-10.2: AGREEMENT AND GENERAL RELEASE (Filed With SEC on May 3, 2007)

EX-10.1: LIMITED WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on April 4, 2007)

EX-2.1: ASSET PURCHASE AGREEMENT (Filed With SEC on February 21, 2007)

EX-10.1: LIMITED WAIVER, CONSENT AND THIRD AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on February 21, 2007)

The Princeton Review, Inc. 2315 Broadway New York, NY 10024 (Filed With SEC on February 5, 2007)

EX-10.1: EMPLOYMENT AGREEMENT (Filed With SEC on January 19, 2007)

The Princeton Review, Inc. 2315 Broadway New York, NY 10024 (Filed With SEC on December 20, 2006)

LIMITED WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on November 8, 2006)

Amendment to Employment Agreement ThePrinceton Review, Inc. (Filed With SEC on September 27, 2006)

FIRST AMENDMENT TO CREDIT AGREEMENT (Filed With SEC on June 1, 2006)

EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC. (Filed With SEC on May 10, 2006)

EXHIBIT A THE PRINCETON REVIEW BONUS POLICY CALENDAR YEAR 2006 (Filed With SEC on May 10, 2006)

RESTRICTED STOCKGRANT THE PRINCETONREVIEW, INC. (Filed With SEC on May 10, 2006)

PERFORMANCE-BASED DEFERRED STOCK GRANT THE PRINCETON REVIEW, INC. (Filed With SEC on May 10, 2006)

CREDIT AGREEMENT Dated as of April 10, 2006 among THE PRINCETON REVIEW, INC., as the Borrower, PRINCETON REVIEW OPERATIONS, L.L.C., and the other Subsidiaries of Borrower from... (Filed With SEC on April 14, 2006)

SECURITY AGREEMENT DATED AS OF APRIL 10, 2006 among THE PRINCETON REVIEW, INC., as Borrower, and the Guarantors party hereto, (collectively with the Borrower, as Grantors) and... (Filed With SEC on April 14, 2006)

AMENDMENT TO EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC. (Filed With SEC on November 9, 2005)

EMPLOYMENT AGREEMENT THE PRINCETON REVIEW, INC. (Filed With SEC on November 9, 2005)

****************************************************************************** LEASE DATED AS OF AUGUST 1 , 2004 BY AND BETWEEN THE RECTOR, CHURCH-WARDENS AND VESTRYMEN OF TRINITY... (Filed With SEC on November 9, 2004)

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PRINCETON REVIEW INC Contracts & Agreements