AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT

Exhibit 10.1

AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT

THIS AMENDMENT (this “Amendment”), dated as of October 14, 2010, is made and entered into by and among The National Labor College, a Delaware not-for-profit corporation (“NLC”), The Princeton Review, Inc., a Delaware corporation (“TPR”), and NLC-TPR Services, LLC, a Delaware limited liability company (“Services LLC”).

WHEREAS, NLC, TPR and Services LLC are parties to that certain Contribution Agreement, dated as of April 20, 2010 (the “Contribution Agreement”), and that certain Limited Liability Company Agreement of NLC-TPR Services, LLC, dated as of April 20, 2010 (the “LLC Agreement”);

WHEREAS, pursuant to the Contribution Agreement and the LLC Agreement, the parties have caused Services LLC to be formed in order to implement a strategic relationship between NLC and TPR; and

WHEREAS, the parties desire to amend certain provisions of the Contribution Agreement as set forth below;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein made, the parties hereby agree as follows:

“Working Capital Cut-Off Date” means December 31, 2015.

“(i) up to an aggregate amount not to exceed Twelve Million Two Hundred Fifty Thousand Dollars ($12,250,000) (the “Working Capital Cap”) as determined by the Board of Managers of Services LLC in accordance with and as contemplated under the Initial Budget; provided, however, upon the request of Services LLC, TPR shall advance TPR Working Capital Contributions in excess of the amounts contemplated by the Initial Budget, provided such excess TPR Working Capital Contributions shall not exceed, at any time, five hundred thousand dollars ($500,000), and TPR’s obligation to advance TPR Working Capital Contributions shall never exceed the Working Capital Cap,”

For the avoidance of doubt, during the occurrence of any event referenced in this Section 2.2(e) that leads to the suspension of the obligation to make TPR Advance Contributions or a TPR Working Capital Contribution, TPR may, in its sole discretion, make any TPR Advance Contribution and/or any TPR Working Capital Contribution in whole or in part, and by doing so, it shall not be deemed to have waived its right at any time that such event is occurring to once again suspend its payments.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Amendment as of the date first above written.

Attachment A

AMENDMENT NO. 1 TO

LIMITED LIABILITY COMPANY AGREEMENT OF

NLC-TPR SERVICES, LLC

THIS AMENDMENT (this “Amendment”), dated as of October 14, 2010, is made and entered into by and among The National Labor College, a Delaware not-for-profit corporation (“NLC”), The Princeton Review, Inc., a Delaware corporation (“TPR”), and NLC-TPR Services, LLC, a Delaware limited liability company (“Services LLC”).

WHEREAS, NLC, TPR and Services LLC are parties to that certain Contribution Agreement, dated as of April 20, 2010 (the “Contribution Agreement”), and that certain Limited Liability Company Agreement of NLC-TPR Services, LLC, dated as of April 20, 2010 (the “LLC Agreement”);

WHEREAS, pursuant to the Contribution Agreement and the LLC Agreement, the parties have caused Services LLC to be formed in order to implement a strategic relationship between NLC and TPR; and

WHEREAS, the parties desire to amend certain provisions of the LLC Agreement as set forth below;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein made, the parties hereby agree as follows:

The Initial Budget for Services LLC is attached hereto as Exhibit B. For the six-month period commencing on July 1, 2012 and for each Fiscal Year commencing thereafter, the Chief Technology Officer/Chief Operating Officer, or other appropriate Senior Executive Officer, shall cause to be prepared a draft Operating Budget for Services LLC for such

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Fiscal Year (or portion thereof, in the case of the six-month period commencing on July 1, 2012), which shall be submitted, by no later than October 31 of the immediately preceding Fiscal Year, for initial review and comment to TPR.

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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Amendment as of the date first above written.

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