Franchise and Asset Sale Agreement



 Exhibit 10.3 
 FRANCHISE AND ASSET SALE AGREEMENT 
 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.”

 W I T N E S S E T H 
 WHEREAS,
Merger Sub II desires to purchase from Kanarek, and Kanarek desires to sell to Merger Sub II, (a) that certain The Princeton Review Franchise Agreement governing franchises located in the California counties of Fresno, San Luis Obispo and Kern,
dated as of September 30, 2005, by and between Parent and Kanarek, as amended by and together with the Addendum to such The Princeton Review Franchise Agreement, dated as of September 30, 2005, and any and all addenda or agreements related
thereto among Parent and Kanarek (the “CA Counties Franchise Agreement”), (b) that certain The Princeton Review Franchise Agreement governing franchises located in New Mexico, dated as of September 30, 2005, by and between
Parent and Kanarek, as amended by and together with the Addendum to such The Princeton Review Franchise Agreement, dated as of September 30, 2005, and any and all addenda or agreements related thereto among Parent and Kanarek (the “NM
Franchise Agreement”), and (c) that certain The Princeton Review Franchise Agreement governing franchises located in Utah, dated as of September 30, 2005, by and between Parent and Kanarek, as amended by and together with the
Addendum to such The Princeton Review Franchise Agreement, dated as of September 30, 2005, and any and all addenda or agreements related thereto among Parent and Kanarek, each as amended or supplemented to date (the “UT Franchise
Agreement,” and together with the CA Counties Franchise Agreement and the NM Franchise Agreement, the “Franchise Agreements”), in accordance with the terms and conditions set forth in this Agreement; 
 WHEREAS, in connection with the purchase of the Franchise Agreements by Merger Sub II, Merger Sub II desires to purchase from Kanarek, and Kanarek
desires to sell to Merger Sub II, the goodwill associated with the businesses of the franchises which exploit the Franchise Agreements (collectively, the “Franchise Businesses”), in accordance with the terms and conditions set forth
in this Agreement; 
 WHEREAS, in connection with such purchase and sale of the Franchise Agreements and goodwill, Kanarek desires to enter
into a noncompetition agreement in favor of Parent; 
 WHEREAS, the Parties desire to set forth their understanding with respect to certain
other covenants and agreements of Kanarek; 
 WHEREAS, Parent has entered into an Agreement and Plan of Reorganization, dated as of
June 11, 2008, by and among Parent, TPR SoCal I, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub I”), Merger Sub II, The Princeton Review of Orange County, Inc., a California corporation
(“Orange”), and Kanarek (the “Merger Agreement”), pursuant to which Merger Sub I will merge with and into Orange, with Orange surviving the merger, followed by a merger of the surviving corporation of the foregoing
merger with and into Merger Sub II, with Merger Sub II surviving the merger, subject to the terms and conditions of the Merger Agreement (collectively, the “Merger”); 







 WHEREAS, Parent, Merger Sub II and Kanarek each desire that this Agreement (collectively, the
transactions, covenants and agreements contemplated by this Agreement are the “Kanarek Transactions”) be effective as of the Kanarek Closing (as hereinafter defined). 
 NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 Section 1.
Purchase and Sale of Assets. 
 (a) Purchased Assets. In accordance with the terms and conditions set forth in this
Agreement, at the Kanarek Closing, Merger Sub II shall purchase, and Kanarek shall sell, convey, assign, transfer and deliver to Merger Sub II, free and clear of any Liens (as hereinafter defined), except for any Permitted Liens (as hereinafter
defined), by appropriate instruments of conveyance reasonably satisfactory to Parent, the Franchise Agreements, all assets, properties, rights, titles and interests of every kind or nature owned, leased, licensed or otherwise held by Kanarek
(including indirect and other forms of beneficial ownership) as of the Kanarek Closing, and in any case, belonging to or intended to be used in the Franchise Businesses, whether tangible, intangible, real or personal and, wherever located,
including, but not limited to, those assets set forth on Exhibit A hereto (the “Purchased Assets”), and excluding those assets set forth in Section 1(b), below (the “Excluded Assets”). 
 (b) Excluded Assets. Kanarek shall retain no assets related to the Franchise Businesses. 
 (c) Assumed Liabilities; Excluded Liabilities. In accordance with the terms and conditions set forth in this Agreement, at the Kanarek Closing,
Merger Sub II shall assume and shall agree to pay, defend, discharge and perform as and when due and performable only the obligations under the Franchise Agreements arising after the Kanarek Closing (the “Assumed Liabilities”).
Notwithstanding the foregoing sentence, Kanarek shall retain, and shall be responsible for paying, performing and discharging when due, and neither Merger Sub II nor Parent or any Affiliate thereof shall assume or have any responsibility for, all
Liabilities of Kanarek as of the Kanarek Closing other than the Assumed Liabilities (the “Excluded Liabilities”). For the avoidance of doubt, Excluded Liabilities shall include, without limitation, (i) any and all debts,
obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise) associated with the wage and hour class action case titled Tiu & Campbell v.
The Princeton Review, Inc., including, but not limited to the amount to be paid by Kanarek with respect to the Franchise Businesses in settlement of such case, and (ii) any Tax liabilities of Kanarek, whether or not attributable to or
resulting from the transactions contemplated by this Agreement. 
 (d) Franchise Agreements. The covenants, obligations and agreements
of Kanarek set forth in the Franchise Agreements of any type which are, by their terms, intended to survive transfer of the Franchise Agreements shall survive and remain in full force and effect, including, but not limited to, those set forth in
Section 10.2.2, Section 11, Section 13.3 (except with respect to Section 13.2 of the Franchise Agreements), Section 13.4, Section 18.1, Section 18.2, Section 18.3, Section 18.4, Section 18.5,
Section 19.2 and Section 21.7 (collectively, the “Franchise Agreements Surviving Provisions”). Notwithstanding that Section 13.2 and 18.6, by the terms of the Franchise Agreements, survive transfer of the Franchise
Agreements, such sections of the Franchise Agreements shall not so survive. 
 (e) Waiver of Consent Requirements. Parent hereby
waives the requirements of Section 14.1 of the Franchise Agreements to the extent that they apply to the transactions contemplated by this Agreement. 
  

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 (f) Allocation. The allocation of the Kanarek Purchase Price and Assumed Liabilities (and any
other amounts properly treated as additional purchase price for Tax purposes) among the tangible and intangible assets of Kanarek associated with the Franchise Businesses and the Noncompete Agreement is attached hereto as Exhibit B (the
“Purchase Price Allocation”). The Purchase Price Allocation shall be binding on Parent and Kanarek. Parent shall timely prepare IRS Form 8594 based on the Purchase Price Allocation and deliver a copy of such form to Kanarek for
Kanarek’s approval, which shall not be unreasonably withheld, conditioned or delayed. Parent and Kanarek agree to timely file the agreed upon form with each relevant Taxing Authority and to refrain from taking any position on a Tax Return or
otherwise inconsistent with such form and the Purchase Price Allocation; provided, however, that (i) nothing contained in this Section 1(f) shall prevent Parent from settling any proposed deficiency or adjustment by any
governmental authority with respect to any Parent Tax Return based upon or arising out of the Purchase Price Allocation, and Parent shall not be required to litigate before any court, any proposed deficiency or adjustment by any governmental
authority with respect to any Parent Tax Return challenging such Purchase Price Allocation, and (ii) nothing contained in this Section 1(f) shall prevent Kanarek from settling any proposed deficiency or adjustment by any governmental
authority with respect to any Kanarek Tax Return based upon or arising out of the Purchase Price Allocation, and Kanarek shall not be required to litigate before any court, any proposed deficiency or adjustment by any governmental authority with
respect to any Kanarek Tax Return challenging such Purchase Price Allocation. 
 (g) Sales and Transfer Taxes. Kanarek and Parent
shall each pay fifty percent (50%) of all applicable sales and transfer Taxes (or any similar Taxes) and all recording and filing fees that may be imposed, assessed or payable by reason of the operation or as a result of this Agreement,
including, without limitation, the sale and purchase of the Purchased Assets. 
 (h) Tax Matters. 
 (i) Kanarek Tax Returns. Subject to Section 1(h)(iii) below, Kanarek will prepare and file all Tax Returns of the Franchise Businesses
(including Tax Returns required to be filed after the Kanarek Closing) to the extent such Tax Returns include or relate to the operations of the Franchise Businesses or the use or ownership of the Purchased Assets attributable to any taxable period
ending on or before the end of the day on which the Kanarek Closing occurs and any portion of a Straddle Period (as hereinafter defined) ending at the end of the day on which the Kanarek Closing occurs (the “Franchise Businesses Tax
Returns”). The Franchise Businesses Tax Returns shall be true, complete and correct and prepared in accordance with applicable law. Kanarek will make all payments for Taxes required with respect to the Franchise Businesses Tax Returns.

 (ii) Parent Tax Returns. Parent will be responsible for the preparation and filing of all Tax Returns it is required to file with
respect to Parent’s ownership or use of the Purchased Assets attributable to any taxable period or portion of a period that begins after the end of the day on which the Kanarek Closing occurs (the “Parent Tax Returns”). The
Parent Tax Returns shall be true, complete and correct and prepared in accordance with applicable law. Parent will make all payments for Taxes required with respect to the Parent Tax Returns. 
 (iii) Straddle-Period Taxes. In the case of any real or personal property Taxes (or other similar Taxes) attributable to the Purchased Assets for
which Taxes are reported on a Tax Return covering a period commencing before the end of the day on which the Kanarek Closing occurs and ending thereafter (any such period, a “Straddle Period,” and any such tax, a “Straddle
Period Tax”), any such Straddle Period Tax shall be prorated between the Franchise Businesses and Parent on a per diem basis. The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the
Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall 

  

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timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the
other Party (the “Non-Paying Party”) with notice of payment, and within ten (10) business days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of
such Straddle Period Taxes. 
 Section 2. Franchise Agreements; Guaranties. 
 (a) Fees. The Franchise Businesses’ obligation with respect to fees of any type under the Franchise Agreements, payable to Parent as of 11:59
p.m. on the date of the Kanarek Closing shall survive sale of the Franchise Agreements until such fees are paid in full. To the extent that fees payable under the Franchise Agreements can be determined as of the Kanarek Closing, such amounts shall
be included as part of the Kanarek Closing Adjustment (as hereinafter defined). To the extent that fees payable under the Franchise Agreements cannot be determined as of the Kanarek Closing, following the Kanarek Closing, Kanarek shall provide a
statement and remit payment of such outstanding fees, payable in compliance with the Franchise Agreements, within thirty (30) days of the Kanarek Closing. 
 (b) Guaranties. Effective as of the Kanarek Closing, notwithstanding anything to the contrary in the Guaranties, the Guaranties are hereby terminated in their entirety and shall be of no further force or
effect. 
 Section 3. Noncompete Agreement. In consideration of and as a material inducement to
Parent’s payment to Kanarek of the Kanarek Purchase Price in connection with the purchase and sale of the Purchased Assets, Kanarek hereby agrees to execute, deliver and be bound by the noncompetition agreement attached hereto as Exhibit
C (the “Noncompete Agreement”). The provisions of the Noncompete Agreement are intended to conform to the provisions of Section 16601 of the California Business and Professions Code. Notwithstanding anything to the contrary
herein, the Noncompete Agreement shall be construed under and be governed in all respects by the laws of the State of California, without giving effect to the conflict of laws principles of California law. Kanarek understands and agrees that the
Noncompete Agreement is a material inducement to Parent’s purchase of the Purchased Assets and assumption of the Assumed Liabilities. 
 Section 4. Kanarek Purchase Price. In accordance with the terms and conditions set forth in this Agreement, at the Kanarek Closing, in exchange for the actions, covenants and agreements of Kanarek described in Sections 1
through 3 of this Agreement, including the agreement to purchase the Purchased Assets, Parent shall (a) pay $1,753,871 less the Kanarek Closing Adjustment (as hereinafter defined) (the “Kanarek Purchase Price”) to
Kanarek by delivery of cash by wire transfer of immediately available funds pursuant to instructions provided by Kanarek and (b) assume the Assumed Liabilities. The “Kanarek Closing Adjustment” shall mean fees payable under the
Franchise Agreements that can be determined as of the Kanarek Closing, if any. The Purchased Assets shall be sold, assigned, transferred, conveyed and delivered by Kanarek and shall be purchased, acquired and accepted by Merger Sub II in
consideration for the Kanarek Purchase Price. 
 Section 5. Closing. The closing of the Kanarek Transactions (the
“Kanarek Closing”) shall be held at the offices of Goodwin Procter LLP, Exchange Place, 53 State Street, Boston, Massachusetts, at 10:00 a.m. on a date that is as soon as practicable following satisfaction (except to the extent
waived in accordance with Section 8) of all conditions to the obligations of the Parties to consummate, or cause the consummation, of the Kanarek Transactions and the taking of all other actions (other than those that by their terms are to be
satisfied or taken, or waived, at or after the Kanarek Closing) set forth in Section 8, or on such other date, and at such other time or place, as the Parties may mutually agree in writing. 
  

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 Section 6. Representations of Parent and Merger Sub II. Each of Parent and Merger Sub
II has all requisite corporate power and authority to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery by each of Parent and Merger Sub II of
this Agreement and the consummation by them of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited liability company action, as the case may be, on the part of each of them, and no other proceedings
on the part of each of Parent and Merger Sub II shall be necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of Parent and Merger Sub II, and
assuming due execution and delivery by the other Parties hereto, constitutes their valid and binding obligation, enforceable against them in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization,
moratorium or other similar federal or state laws affecting the rights of creditors and the effect or availability of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy
is considered in a proceeding at law or in equity). 
 Section 7. Intentionally omitted. 
 Section 8. Conditions to Consummation of the Kanarek Transactions. 
 (a) Conditions to Parent’s Obligations. The obligation of Parent and Merger Sub II to effect the Kanarek Transactions is subject to the
satisfaction (or express written waiver by Parent and Merger Sub II) on or prior to the date of the Kanarek Closing of the following conditions. 
 (i) No Legal Restraints. No Legal Restraints or Law which has the effect of preventing the consummation of the Kanarek Transactions shall be in effect. There shall not be pending or threatened by any Governmental Entity any claim,
suit, action or proceeding (or by any other Person any claim, suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain, prohibit, prevent, enjoin, alter or delay the Kanarek Transactions.

 (ii) No Material Adverse Change. Since the Most Recent Year End Financials Date, there shall not have been a Material Adverse
Change to the Franchise Businesses, nor any change, circumstance, development, state of facts, event or effect that would reasonably be expected to result in a Material Adverse Change to the Franchise Businesses or, following the Kanarek Closing,
Merger Sub II. 
 (iii) Contractual Consents and Approvals. Parent shall have received evidence, in form and substance reasonably
satisfactory to it, that Kanarek have obtained all consents and approvals of third parties set forth on Schedule 8(a)(iii) hereto. 
 (iv) Noncompete Agreement. At or prior to the Kanarek Closing, Kanarek shall have duly executed and delivered to Parent the Noncompete Agreement, which agreement shall be in full force and effect. 
 (v) Bill of Sale; Assignment and Assumption of Contracts. Kanarek shall have delivered to Parent a Bill of Sale transferring all right, title and
interest in and to the Purchased Assets to Merger Sub II in the form attached hereto as Exhibit D and an Assignment and Assumption of Contracts assigning the Assumed Liabilities to Merger Sub II in the form attached hereto as Exhibit
E, both of which shall be effective upon payment by Parent to Kanarek of the Kanarek Purchase Price. 
 (vi) Other Documentation.
Parent and counsel to Parent shall have received such other certificates and other documentation (including certificates of good standing of the Franchise 

  

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Businesses in each of the Franchise Businesses’ jurisdiction of organization and the various other jurisdictions in which the Franchise Businesses are
qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) from Kanarek as they shall have reasonably requested and as is customary with respect to the Kanarek Transactions.

 (vii) Closing of Other Transactions. The transactions contemplated in the Merger Agreement and the LC Agreement (as hereinafter
defined) shall be consummated simultaneously herewith. 
 (viii) Financing. Financing shall be available for borrowing by Parent from
an institutional lender (the “Lender”) of funds sufficient to allow Parent and Merger Sub II to satisfy all of their obligations under this Agreement, the Merger Agreement and the LC Agreement, including the payment of the Kanarek
Purchase Price, the Merger Consideration (as defined in the Merger Agreement), the LeComp Purchase Price (as defined in the LC Agreement) and the payment of all associated costs and expenses (collectively, the “Aggregate Purchase
Price”). Such financing shall not be subject to conditions precedent to the respective obligations of the Lender to fund the full amount of the Aggregate Purchase Price or contractual contingencies under any agreements, side letters or
arrangements relating to the financing that would permit the Lender to reduce the total amount of the financing or that would materially affect the availability of the financing of the Aggregate Purchase Price. 
 (b) Conditions to Kanarek’s Obligations. The obligation of Kanarek to effect the Kanarek Transactions is subject to the satisfaction (or
express written waiver by Kanarek) on or prior to the date of the Kanarek Closing of the following conditions: 
 (i) No Legal
Restraints. No Legal Restraints or Law which has the effect of preventing the consummation of the Kanarek Transactions shall be in effect. There shall not be pending or threatened by any Governmental Entity any claim, suit, action or proceeding
(or by any other Person any claim, suit, action or proceeding which has a reasonable likelihood of success), challenging or seeking to restrain, prohibit, prevent, enjoin, alter or delay the Kanarek Transactions. 
 (ii) Assignment and Assumption of Contracts. Merger Sub II shall have delivered to Kanarek an Assignment and Assumption of Contracts assuming the
Assumed Liabilities to Merger Sub II in the form attached hereto as Exhibit E. 
 (iii) Closing of Other Transactions. The
transactions contemplated in the Merger Agreement and the LC Agreement shall be consummated simultaneously herewith. 
 (iv) Consents and
Approvals. Kanarek shall have evidence, in form and substance reasonably satisfactory to it, that all consents and approvals required to be obtained by Parent and Merger Sub II in connection with this transaction and the other transactions
contemplated hereby, have been obtained or made, and are in full force and effect. 
 (v) Other Documentation. Kanarek and counsel to
Kanarek shall have received such other certificates and other documentation (including certificates of good standing of Merger Sub II in its jurisdiction of organization and the various other jurisdiction in which it is qualified, certified charter
documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) from Merger Sub II as they shall have reasonably requested and as in customary with respect to the Kanarek Transactions. 
 (vi) Representations and Warranties. The representations and warranties of Parent and Merger Sub II set forth in Section 6 of this Agreement
shall be true and correct in all material respects as of the date of this Agreement and as of the Kanarek Closing Date with the same effect as though made as of the Kanarek Closing Date. 
  

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 Section 9. Termination. This Agreement may be terminated, and the Kanarek
Transactions may be abandoned, at any time prior to the Kanarek Closing: 
 (a) by written consent of Parent and Kanarek; and 
 (b) by either Parent or Kanarek if the Kanarek Transactions have not been consummated by July 31, 2008 (or such later date as may be mutually agreed
upon in writing by Parent and Kanarek); provided, that the right to terminate this Agreement pursuant to this Section 9(b) shall not be available to any Party whose failure to fulfill any obligation under this Agreement has been the
cause of, or resulted in, the failure of the Kanarek Transactions to be consummated by such date. 
 If this Agreement is terminated and the Kanarek
Transactions are abandoned as described in this Section 9, this Agreement shall become void and of no further force or effect, except for the provisions of this Section 9; provided, that nothing in this Section 9 shall be
deemed to release any Party from any liability for any breach by such Party of the terms and provisions of this Agreement or to impair the right of any Party to compel specific performance by the other Parties of their respective obligations under
this Agreement. 
 Section 10. Cooperation; Further Assurances. Kanarek agrees to cooperate fully with Parent in the
defense or prosecution of any claims that are asserted or proceedings that have been brought or which may be brought in the future against or on behalf of Kanarek or Parent or any Affiliate thereof which relate to events or occurrences related to
the business of the Franchise Businesses and/or the associated actions of Kanarek or any director, officer, employee, independent contractor, agent or consultant of the Franchise Businesses, that transpired prior to the date of the Kanarek Closing.
The Parties hereto understand and agree that Kanarek’s full cooperation in connection with such claims or proceedings shall include, without limitation, being available to meet with counsel to prepare for discovery or trial and to testify
truthfully as a witness when reasonably requested by Parent at times designated by Parent that do not unreasonably interfere with Kanarek’s other commitments. From time to time prior to and following the Kanarek Closing, as and when requested
by Parent or any Affiliate thereof, Kanarek shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as Parent or Parent’s
Affiliate may reasonably deem necessary or desirable in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, taking any and all
actions that Parent or any Affiliate thereof reasonably deems necessary to affirm the ownership of intellectual property and other assets and rights of Parent and Merger Sub II as contemplated within the Franchise Agreements, the Guaranties and in
this Agreement. 
 Section 11. Certain Definitions. 
 (a) “Guaranties” means, collectively, (i) that certain Personal Guaranty made by Kanarek and Orange in favor of Parent pursuant to
the CA Counties Franchise Agreement, (ii) that certain Personal Guaranty made by Kanarek and Orange in favor of Parent pursuant to the NM Franchise Agreement and (iii) that certain Personal Guaranty made by Kanarek and Orange in favor of
Parent pursuant to the UT Franchise Agreement. 
 (b) “Liability” means any liability, debt, obligation, deficiency, Tax,
penalty, assessment, fine, claim, cause of action or other loss, fee, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, known or unknown, accrued or unaccrued, liquidated or unliquidated, and
whether due or to become due and regardless of when asserted. 
  

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 (c) “LC Agreement” means that certain Franchise and Asset Sale Agreement by and among
Parent, Merger Sub II, LeComp Co., Inc., a California corporation, and Lloyd Eric Cotsen, an individual residing in the State of California and the sole stockholder of LeComp Co., Inc. 
 (d) “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including, without limitation, any
conditional sale or other title retention agreement or lease in the nature thereof) or any agreement to file any of the foregoing, any sale of receivables with recourse against the Franchise Businesses, Kanarek or any of their Affiliates, and any
filing or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar statute, in each case, that affects a Purchased Asset. 
 (e) “Permitted Liens” means (i) Liens for Taxes or other governmental charges, assessments or levies that are not yet due and payable, (ii) landlord’s, mechanic’s, carrier’s,
workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business that do not materially detract from the value of the property encumbered thereby, (iii) other Liens the existence of which do not
materially impair the operations of the Franchise Businesses in the ordinary course or the value of the Purchased Assets taken as a whole, (iv) minor imperfections of title, conditions, easements and reservations of rights, including easements
and reservations of, or rights of others for, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, encroachments, covenants and restrictions and (v) any inchoate Liens for Taxes. Notwithstanding the
foregoing, any Lien for Indebtedness as of the Kanarek Closing will not be a Permitted Lien. 
 (f) “Tax Authority” means a
Governmental Entity responsible for the imposition, assessment or collection of any Tax (domestic or foreign). 
 (g) “Tax
Returns” means all reports, returns, declarations, statements, estimates or other information supplied to a taxing authority in connection with Taxes. 
 (h) “Tax” or “Taxes” means all taxes, including income, gross receipts, ad valorem, value added, excise, real property, personal property, sales, use, transfer, withholding,
employment, unemployment, insurance, social security, business license, business organization, environmental, workers compensation, profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties,
franchise and other taxes imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision of the United States or any such government, and any interest, penalties, assessments
or additions to tax resulting from, attributable to or incurred in connection with any tax or any contest or dispute thereof, and including any liability for the Taxes of another person. 
 Section 12. Notices. All notices, requests, claims, demands, waivers and other communications under this Agreement shall be in writing
and shall be by facsimile, courier services or personal delivery to the following addresses, or to such other addresses as shall be designated from time to time by a Party in accordance with this Section 12: 
 if to Parent or Merger Sub II: 
 The Princeton
Review, Inc. 
 111 Speen Street, Suite 550 
 Framingham, MA 01701 
 Attention: General Counsel 
 Facsimile No.: (508) 663-5115 
  

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 with a copy to: 
 Goodwin Procter, LLP 
 Exchange Place 
 53 State Street 
 Boston, MA 02109 

Attention: John M. Mutkoski, Esq. 
 Facsimile No.: (617) 523 1231 
 if to Kanarek: 
 2151 Michelson Drive, Suite 260 
 Irvine, CA 92612 
 Attention: Paul Kanarek 
 Facsimile No.:
(949) 553-8119 
 with a copy to: 
 Muchnick, Golieb and Golieb, P.C. 
 200 Park Avenue South 
 Suite 1700 
 New York, NY 10003 
 Attention: Howard W. Muchnick, Esq. 
 Facsimile No.: (212) 977-5133 
 All notices and communications under this Agreement shall be deemed to have been duly given (x) when
delivered by hand, if personally delivered, (y) one (1) Business Day after when delivered to a courier, if delivered by commercial one day overnight courier service or (z) when sent, if sent by facsimile, with an acknowledgment of
sending being produced by the sending facsimile machine. 
 Section 13. Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by any of the Parties without the prior written consent of the other Parties, except that Merger Sub II may assign, in its sole
discretion, any of or all its rights, interests and obligations under this Agreement to Parent, but no such assignment shall relieve Merger Sub II of any of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be
binding upon, inure to the benefit of and be enforceable by, the Parties and their respective successors and assigns. 
 Section 14.
Specific Enforcement. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court sitting in the Southern District of
New York, this being in addition to any other remedy to which they are entitled at Law, in equity or otherwise. 
 Section 15.
Amendment and Waiver. No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Parent and Kanarek. No waiver of any right or remedy hereunder shall be valid unless
the same shall be in writing and signed by 

  

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the Party giving such waiver. No waiver by any Party with respect to any default, misrepresentation or breach of warranty or covenant hereunder shall be
deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 
 Section 16. Entire Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement
among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject matter hereof. 
 Section 17. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors
and assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the Parties and such successors and assigns, any legal or equitable rights hereunder. 
 Section 18. Counterparts. This Agreement may be executed in any number of counterparts and by the Parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 Section 19. Governing Law. Except for the Noncompete Agreement referenced in Section 3 hereof and attached as Exhibit C hereto, this Agreement shall be governed by, and construed
in accordance with, the substantive law of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 
 Section 20. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 
 Section 21. Submission to Jurisdiction; Waiver of Jury Trial. Each of the Parties (a) submits to the jurisdiction of any
state or federal court sitting in the Southern District of New York in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and determined in any
such court, and (c) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waives any bond, surety or other security that might be required of any other Party with respect thereto. Any Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address
and in the manner provided for the giving of notices in Section 12. Nothing in this Section 21, however, shall affect the right of any Party to serve legal process in any other manner permitted by law. IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATED TO THE KANAREK TRANSACTIONS, THE PARTIES IRREVOCABLY CONSENT TO TRIAL WITHOUT A JURY. 
 Section 22.
Construction. 
 (i) The language used in this Agreement shall be deemed to be the language chosen by the Parties to
express their mutual intent, and no rule of strict construction shall be applied against any Party. 
  

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 (ii) Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer
to all rules and regulations promulgated thereunder, unless the context requires otherwise. 
 Section 23.
Survival. All covenants and obligations of the Parties which by their explicit terms or by implication are to be performed subsequent to or are to otherwise survive the Kanarek Closing shall survive the Kanarek Closing and the
consummation of the Kanarek Transactions and shall not be extinguished, but shall instead remain in full force and effect thereafter and otherwise in accordance with or as contemplated by the terms hereof, notwithstanding the Kanarek Closing or the
consummation of the Kanarek Transactions. 
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 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

  

			
	THE PRINCETON REVIEW, INC.
		
	By:	 	 /s/ Stephen C. Richards

	Name:	 	Stephen C. Richards
	Title:	 	Chief Operating Officer
	
	TPR SoCAL, LLC
		
	By:	 	 /s/ Stephen C. Richards

	Name:	 	Stephen C. Richards
	Title:	 	Vice President and Treasurer
	
	PAUL KANAREK
	
	 /s/ Paul Kanarek



 Kanarek Franchise and Asset Sale Agreement Signature Page