EX-4.1



 





Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (“this Agreement”) is entered into as of the 7th
day of March, 2008, by and between The Princeton Review, Inc., a Delaware corporation (the
“Issuer”), and Alta Colleges, Inc., a Delaware corporation (the “Holder”).



     WHEREAS, this Agreement is made pursuant to the Agreement and Plan of Merger, dated as of
February 21, 2008 (the “Merger Agreement”), by and among the Issuer, TPR/TSI Merger Company, Inc.,
a Colorado corporation (“Merger Sub”), the Holder and Test Services, Inc., a Colorado corporation
(the “Company”);



     WHEREAS, pursuant to the Merger Agreement, the Holder received shares (the “Shares”) of the
Issuer’s Common Stock, $0.01 par value per share (“Common Stock”), in exchange for the shares of
common Stock, $0.01 par value pr share, of the Company held by the Holder prior to the merger of
Merger Sub with and into the Company (the “Merger”);



     WHEREAS, in accordance with the Merger Agreement, the Issuer is agreeable to granting the
Holder certain rights relating to the registration of the Registrable Securities (as defined
below);



     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. DEFINITIONS. The following capitalized terms used herein have the following
meanings:



     “Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified
from time to time.



     “Commission” means the Securities and Exchange Commission, or any other federal agency then
administering the Securities Act or the Exchange Act.



     “Common Stock” is defined in the Recitals to this Agreement.



     “Company” is defined in the preamble to this Agreement.



     “Issuer” is defined in the preamble to this Agreement.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as the same shall be in effect at the
time.



     “Indemnified Party” is defined in Section 4.3.



     “Indemnifying Party” is defined in Section 4.3.



     “Holder” is defined in the preamble to this Agreement.



     “Holder Indemnified Party” is defined in Section 4.1.



     “Merger Agreement” is defined in the preamble to this Agreement.



     “Merger Sub” is defined in the preamble to this Agreement.



     “Maximum Number of Shares” is defined in Section 2.2.



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     “Notices” is defined in Section 5.2.



     “Piggy-Back Registration” is defined in Section 2.1.



     “Register,” “Registered” and “Registration” mean a registration effected by preparing and
filing a registration statement or similar document in compliance with the requirements of the
Securities Act, and the applicable rules and regulations promulgated thereunder, and such
registration statement becoming effective.



     “Registrable Securities” means the Shares, together with any securities issued or issuable
upon any stock split, dividend or other distribution, recapitalization or similar event with
respect to the Shares; provided, that as to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the
sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration
Statement; (b) such securities shall have been otherwise transferred, new certificates for them not
bearing a legend restricting further transfer shall have been delivered by the Issuer and
subsequent public distribution of them shall not require registration under the Securities Act; or
(c) such securities shall have ceased to be outstanding.



     “Registration Statement” means a registration statement filed by the Issuer with the
Commission in compliance with the Securities Act and the rules and regulations promulgated
thereunder for a public offering and sale of Common Stock (other than a registration statement on
Form S-4 or Form S-8, or any successor forms, or any registration statement covering only
securities proposed to be issued in exchange for securities or assets of another entity).



     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
of the Commission promulgated thereunder, all as the same shall be in effect at the time.



     “Shares” is defined in the Recitals to this Agreement.



     “Underwriter” means a securities dealer who purchases any Registrable Securities as principal
in an underwritten offering and not as part of such dealer’s market-making activities.



     2. REGISTRATION RIGHTS.



     2.1 Piggy-Back Registration Rights. For a period of two years after the Closing Date
(as defined in the Merger Agreement) if at any time, the Issuer proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities
or other obligations exercisable or exchangeable for, or convertible into, equity securities, by
the Issuer for its own account or for stockholders of the Issuer for their account, other than a
Registration Statement (i) filed in connection with any employee stock option or other benefit
plan, (ii) for an exchange offer or offering of securities solely to the Issuer’s existing
stockholders, (iii) for an offering of debt that is convertible into equity securities of the
Issuer or (iv) for a dividend reinvestment plan, then the Issuer shall (x) give written notice of
such proposed filing to the Holder as soon as practicable but in no event less than twenty (20)
days before the anticipated filing date, which notice shall describe the amount and type of
securities to be included in such offering, the intended method(s) of distribution, and the name of
the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to the
Holder in such notice the opportunity to register the sale of such number of shares of Registrable
Securities as have been requested by the Holder in writing within ten (10) days following receipt
of such notice (a “Piggy-Back Registration”). The Issuer shall cause such Registrable Securities to
be included in such registration and shall use its best efforts to cause the managing Underwriter
or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested
to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of the Issuer and to permit the sale or other



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disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. If the Holder proposes to distribute its securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters, the Holder shall enter into an
underwriting agreement in customary form with the Underwriter or Underwriters selected for such
Piggy-Back Registration.



     2.2 Reduction of Offering. If the managing Underwriter or Underwriters for a
Piggy-Back Registration that is to be an underwritten offering advises the Issuer and the Holder in
writing that the dollar amount or number of shares of Common Stock which the Issuer desires to
sell, taken together with shares of Common Stock, if any, as to which registration has been
requested pursuant to written contractual registration rights arrangements with persons other than
the Holder hereunder whose registration rights expressly have priority over those of the Holder
granted hereunder, exceeds the maximum dollar amount or maximum number of shares that can be sold
in such offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering (such maximum dollar amount or
maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Issuer
shall include in any such registration:



               (a) If the registration is undertaken for the Issuer’s account: (A) first, the shares of
Common Stock or other securities that the Issuer desires to sell that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the shares of Common Stock or other securities, if
any, comprised of Registrable Securities, as to which registration has been requested pursuant to
the applicable written contractual piggy-back registration rights of such security holders whose
registration rights expressly have priority over those of the Holder that can be sold without
exceeding the Maximum Number of Shares, pro rata; and (C) third, to the extent that the Maximum
Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other securities for the account of the Holder and other persons that the Issuer is
obligated to register pursuant to written contractual piggy-back registration rights with such
persons and that can be sold without exceeding the Maximum Number of Shares, pro rata;



               (b) If the registration is a “demand” registration undertaken at the demand of persons other
than the Holder, (A) first, the shares of Common Stock or other securities for the account of the
demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second, to
the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A),
the shares of Common Stock or other securities that the Issuer desires to sell that can be sold
without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of
Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or
other securities comprised of Registrable Securities as to which registration has been requested by
securities holders whose registration rights expressly have priority over those of the Holder that
can be sold without exceeding the Maximum Number of Shares, pro rata; and (D) fourth, to the extent
that the Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and
(C), the shares of Common Stock or other securities for the account of the Holder and other persons
that the Issuer is obligated to register pursuant to written contractual arrangements with such
persons, that can be sold without exceeding the Maximum Number of Shares, pro rata.



          2.3 Superior Registration Rights. The Issuer hereby agrees that, for a period
beginning on the Closing Date and ending on the first anniversary of the Closing Date, the Issuer
will not grant any third party other than Prides Capital Fund I LP, RGIP, LLC, BCIP Venture
Associates-B, BCIP Venture Associates, and Bain Capital Venture Fund 2007, L.P. “piggy-back”
registration rights that have priority over those of the Holder.




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          2.4 Withdrawal. The Holder may elect to withdraw its request for inclusion of
Registrable Securities in any Piggy-Back Registration by giving written notice to the Issuer of
such request to withdraw prior to the effectiveness of the Registration Statement. The Issuer
(whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a registration statement at any time
prior to the effectiveness of the Registration Statement and shall promptly provide notice to the
Holder of such withdrawal. Notwithstanding any such withdrawal, the Issuer shall pay all expenses
incurred by the Holder in connection with such Piggy-Back Registration as provided in Section 3.3.




     3. REGISTRATION PROCEDURES.



     3.1 Filings; Information. Whenever the Issuer is required to effect a Piggy-Back
Registration pursuant to Section 2, the Issuer shall use its best efforts to effect the
registration and sale of such Registrable Securities in accordance with the intended method(s) of
distribution thereof as expeditiously as practicable, and in connection with any such request



          3.1.1. Copies. The Issuer, prior to filing a Registration Statement or prospectus
covering any of the Registrable Securities, or any amendment or supplement thereto, shall furnish
without charge to the Holder, and to Holder’s legal counsel, copies of such Registration Statement
as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the prospectus
included in such Registration Statement (including each preliminary prospectus), and such other
documents as the Holder or its legal counsel may request in order to facilitate the disposition of
the Registrable Securities owned by the Holder.




          3.1.2. Amendments and Supplements. The Issuer shall prepare and file with the
Commission such amendments, including post-effective amendments, and supplements to any
Registration Statement covering any of the Registrable Securities and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement effective and in
compliance with the provisions of the Securities Act until all Registrable Securities and other
securities covered by such Registration Statement have been disposed of in accordance with the
intended method(s) of distribution set forth in such Registration Statement (which period shall not
exceed the sum of one hundred eighty (180) days plus any period during which any such disposition
is interfered with by any stop order or injunction of the Commission or any governmental agency or
court) or such securities have been withdrawn.




          3.1.3. Notification. After the filing of a Registration Statement covering any of the
Registrable Securities, the Issuer shall promptly, and in no event more than two (2) business days
after such filing, notify the Holder of such filing, and shall further notify the Holder promptly
and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any
post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or
threatened issuance by the Commission of any stop order (and the Issuer shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request
by the Commission for any amendment or supplement to such Registration Statement or any prospectus
relating thereto or for additional information or of the occurrence of an event requiring the
preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the
purchasers of the securities covered by such Registration Statement, such prospectus will not
contain an untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and promptly make
available to the Holder any such supplement or amendment; except that before filing with the
Commission a Registration Statement or prospectus covering any of the Registrable Securities or any



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amendment or supplement thereto, including documents incorporated by reference, the Issuer
shall furnish to the Holder and to its legal counsel, copies of all such documents proposed to be
filed sufficiently in advance of filing to provide the Holder and its legal counsel with a
reasonable opportunity to review such documents and comment thereon, and the Issuer shall not file
any Registration Statement or prospectus covering any of the Registrable Securities or amendment or
supplement thereto, including documents incorporated by reference, to which the Holder or its legal
counsel shall object.




          3.1.4. State Securities Laws Compliance. The Issuer shall use its best efforts to (i)
register or qualify the Registrable Securities covered by the Registration Statement under such
securities or “blue sky” laws of such jurisdictions in the United States as the Holder (in light of
its intended plan of distribution) may request and (ii) take such action necessary to cause such
Registrable Securities covered by the Registration Statement to be registered with or approved by
such other Governmental Authorities as may be necessary by virtue of the business and operations of
the Issuer and do any and all other acts and things that may be necessary or advisable to enable
the Holder to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Issuer shall not be required to qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject
itself to taxation in any such jurisdiction.




          3.1.5. Agreements for Disposition. The Issuer shall enter into customary agreements
(including, if applicable, an underwriting agreement in customary form) and take such other actions
as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of the Issuer in any underwriting
agreement which are made to or for the benefit of any Underwriters, to the extent applicable, shall
also be made to and for the benefit of the Holder. The Holder shall not be required to make any
representations or warranties in the underwriting agreement except, if applicable, with respect to
its organization, good standing, authority, title to Registrable Securities, lack of conflict of
such sale with its material agreements and organizational documents, and with respect to written
information relating to itself that the Holder has furnished in writing expressly for inclusion in
such Registration Statement.




          3.1.6. Cooperation. The principal executive officer of the Issuer, the principal
financial officer of the Issuer, the principal accounting officer of the Issuer and all other
officers and members of the management of the Issuer shall cooperate fully in any offering of
Registrable Securities hereunder, which cooperation shall include, without limitation, the
preparation of the Registration Statement with respect to such offering and all other offering
materials and related documents, and participation in meetings with Underwriters, attorneys,
accountants and potential Holder.




          3.1.7. Records. The Issuer shall make available for inspection to the Holder, any
Underwriter participating in any disposition pursuant to such Registration Statement and any
attorney, accountant or other professional retained by the Holder or any Underwriter, all financial
and other records, pertinent corporate documents and properties of the Issuer, as shall be
necessary to enable them to exercise their due diligence responsibility n connection with a
Registration Statement covering any of the Registrable Securities, and cause the Issuer’s officers,
directors and employees to supply all information requested by any of them in connection with a
Registration Statement covering any of the Registrable Securities.




          3.1.8. Opinions and Comfort Letters. The Issuer shall furnish to the Holder a signed
counterpart, addressed to the Holder, of (i) any opinion of counsel to the Issuer delivered to any
Underwriter in connection with any Registration Statement or prospectus covering any of the
Registrable Securities and (ii) any comfort letter from the Issuer’s independent public accountants
delivered to any Underwriter in connection with any Registration Statement or prospectus covering
any of the Registrable Securities. In the event no legal opinion is delivered to any Underwriter,
the Issuer shall furnish to the



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Holder, at any time that the Holder elects to use a prospectus covering any of the Registrable
Securities, an opinion of counsel to the Issuer to the effect that the Registration Statement
containing such prospectus has been declared effective and that no stop order is in effect.




          3.1.9. Earnings Statement. The Issuer shall comply with all applicable rules and
regulations of the Commission and the Securities Act, and make available to its stockholders, as
soon as practicable, an earnings statement covering a period of twelve (12) months, beginning
within three (3) months after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder.




          3.1.10. Listing. The Issuer shall use its best efforts to cause all Registrable
Securities included in any registration to be listed on such exchanges or otherwise designated for
trading in the same manner as similar securities issued by the Issuer are then listed or designated
or, if no such similar securities are then listed or designated, in a manner satisfactory to the
Holder.




     3.2 Obligation to Suspend Distribution. Upon receipt of any notice from the Issuer of
the happening of any event of the kind described in Section 3.1.3(iv), upon any suspension by the
Issuer, pursuant to a written insider trading compliance program adopted by the Issuer’s Board of
Directors, of the ability of all “insiders” covered by such program to transact in the Issuer’s
securities because of the existence of material non-public information, the Holder shall
immediately discontinue disposition of such Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until the Holder receives the supplemented or
amended prospectus contemplated by Section 3.1.3(iv) or the restriction on the ability of
“insiders” to transact in the Issuer’s securities is removed, as applicable, and, if so directed by
the Issuer, the Holder will deliver to the Issuer all copies, other than permanent file copies then
in such its possession, of the most recent prospectus covering such Registrable Securities at the
time of receipt of such notice.



     3.3 Registration Expenses. The Issuer shall bear all costs and expenses incurred in
connection with any Piggy-Back Registration pursuant to Section 2.1, and all expenses incurred in
performing or complying with its other obligations under this Agreement, whether or not the
Registration Statement becomes effective, including, without limitation: (i) all registration and
filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including
fees and disbursements of counsel in connection with blue sky qualifications of the Registrable
Securities); (iii) printing expenses; (iv) the Issuer’s internal expenses (including, without
limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses
incurred in connection with the listing of the Registrable Securities as required by Section
3.1.11; (vi) Financial Industry Regulatory Authority, Inc. fees; (vii) fees and disbursements of
counsel for the Issuer, fees and expenses of any underwriter in an underwritten offering (where
such underwritten offering is not pursuant to the exercise of “demand” registration rights) and
fees and expenses for independent certified public accountants retained by the Issuer (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested
pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the
Issuer in connection with such registration and (ix) the fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the Registrable Securities included in such
registration. The Issuer shall have no obligation to pay any underwriting discounts or selling
commissions attributable to the Registrable Securities being sold by the Holder, which underwriting
discounts or selling commissions shall be borne by the Holder. Additionally, in an underwritten
offering that is pursuant to this exercise of “demand” registration rights, all selling
stockholders and the Issuer shall bear the expenses of the Underwriter pro rata in proportion to
the respective amount of shares each is selling in such offering.



     3.4 Information. The Holder shall provide such information as may reasonably be
requested by the Issuer, or the managing Underwriter, if any, in connection with the preparation of
any Registration



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Statement, including amendments and supplements thereto, in order to effect the registration
of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with
the Issuer’s obligation to comply with federal and applicable state securities laws and applicable
rules and regulations of governing agencies.



     4. INDEMNIFICATION AND CONTRIBUTION.



     4.1 Indemnification by the Issuer. The Issuer agrees to indemnify and hold harmless
the Holder, and each of its respective officers, employees, affiliates, directors, partners,
members, shareholders, attorneys and agents, and each person, if any, who controls the Holder
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each,
an “Holder Indemnified Party”), from and against any expenses, losses, judgments, claims, damages
or liabilities, whether joint or several, arising out of or based upon any untrue statement (or
allegedly untrue statement) of a material fact contained in any Registration Statement under which
the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any
amendment or supplement to such Registration Statement, or arising out of or based upon any
omission (or alleged omission) to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or any violation by the Issuer of the Securities Act
or any rule or regulation promulgated thereunder or any state securities or “blue sky” laws, in
each case, applicable to the Issuer in connection with any such registration; and the Issuer shall
promptly reimburse the Holder Indemnified Party for any legal and any other expenses reasonably
incurred by such Holder Indemnified Party in connection with investigating and defending any such
expense, loss, judgment, claim, damage, liability or action; provided, however, that the Issuer
will not be liable in any such case to the extent that any such expense, loss, claim, damage or
liability arises out of or is based upon any untrue statement or allegedly untrue statement or
omission or alleged omission made in such Registration Statement, preliminary prospectus, final
prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in
conformity with information furnished to the Issuer, in writing, by the Holder expressly for use
therein. The Issuer also shall indemnify any Underwriter of the Registrable Securities, their
officers, affiliates, directors, partners, members, shareholders and agents and each person who
controls such Underwriter on substantially the same basis as that of the indemnification provided
above in this Section 4.1.



     4.2 Indemnification by Holder. The Holder will, in the event that any registration is
being effected under the Securities Act pursuant to this Agreement of any Registrable Securities
held by it, indemnify and hold harmless the Issuer, each of its directors and officers and each
Underwriter (if any), and each other person, if any, who controls the Underwriter within the
meaning of the Securities Act, against any expenses, losses, claims, judgments, damages or
liabilities, whether joint or several, insofar as such expenses, losses, claims, judgments, damages
or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement
or allegedly untrue statement of a material fact contained in any Registration Statement under
which the sale of such Registrable Securities was registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or arise out of or are
based upon any omission or the alleged omission to state a material fact required to be stated
therein or necessary to make the statement therein not misleading, if the statement or omission was
made in reliance upon and in conformity with information furnished in writing to the Issuer by the
Holder expressly for use therein, and shall reimburse the Issuer, its directors and officers, or
controlling person for any legal or other expenses reasonably incurred by any of them in connection
with investigation or defending any such expense, loss, claim, damage, liability or action. The
Holder’s indemnification obligations shall be limited to the amount of any net proceeds actually
received by it.



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     4.3 Conduct of Indemnification Proceedings. Promptly after receipt by any person of
any notice of any loss, claim, damage or liability or any action in respect of which indemnity may
be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim
in respect thereof is to be made against any other person for indemnification hereunder, notify
such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the
Indemnifying Party shall not relieve the Indemnifying Party from any liability which the
Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent
the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking
indemnification with respect to any claim or action brought against the Indemnified Party, then the
Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent
that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense
thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying
Party to the Indemnified Party of its election to assume control of the defense of such claim or
action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other
expenses subsequently incurred by the Indemnified Party in connection with the defense thereof
other than reasonable costs of investigation; provided, however, that in any action in which both
the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party
shall have the right to employ separate counsel (but no more than one such separate counsel) to
represent the Indemnified Party and its controlling persons who may be subject to liability arising
out of any claim in respect of which indemnity may be sought by the Indemnified Party against the
Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying
Party if, based upon the written opinion of counsel of such Indemnified Party, representation of
both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. No Indemnifying Party shall, without the prior written consent of the
Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or
threatened proceeding in respect of which the Indemnified Party is or could have been a party and
indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or
settlement (i) includes an unconditional release of such Indemnified Party from all liability
arising out of such claim or proceeding; (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any Indemnified Party; and (iii) does not
commit the Indemnified Party to take, or to forbear to take, any action.



     4.4 Contribution.



          4.4.1. If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is
unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action
referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage, liability or action in such proportion as is appropriate to reflect the
relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the
actions or omissions which resulted in such loss, claim, damage, liability or action, as well as
any other relevant equitable considerations. The relative fault of any Indemnified Party and any
Indemnifying Party shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.




          4.4.2. The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding Section.













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          4.4.3. The amount paid or payable by an Indemnified Party as a result of any loss, claim,
damage, liability or action referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 4.4, the Holder shall not be required to contribute
any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting
fees, discounts, commissions or taxes) actually received by it from the sale of Registrable
Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation.




     5. COMPLIANCE WITH RULE 144. The Issuer shall use its best efforts to file with the
Commission such information as is required under the Exchange Act for so long as there are Holders
of Registrable Securities; and in such event, the Issuer shall use its best efforts to take all
action as may be required as a condition to the availability of Rule 144 under the Securities Act
(or any comparable successor rules). The Issuer shall furnish to any holder of Registrable
Securities upon request a written statement executed by the Issuer as to the steps it has taken to
comply with the current public information requirement of Rule 144 (or such comparable successor
rules). The Issuer shall use its best efforts to facilitate and expedite transfers of Registrable
Securities pursuant to Rule 144 under the Securities Act, which efforts shall include timely notice
to its transfer agent to expedite such transfers of Registrable Securities.



     6. MISCELLANEOUS.



     6.1 Assignment; Third Party Beneficiaries. This Agreement and the rights, duties and
obligations of the Issuer hereunder may not be assigned or delegated by the Issuer in whole or in
part.  This Agreement and the rights, duties and obligations of the Holder hereunder may be freely
assigned or delegated by the Holder in conjunction with and to the extent of any transfer of
Registrable Securities by it in accordance with applicable law.  This Agreement and the provisions
hereof shall be binding upon and shall inure to the benefit of each of the parties and their
respective successors and the permitted assigns of the Holder.  This Agreement is not intended to
confer any rights or benefits on any persons that are not a party hereto other than as expressly
set forth in Article 4 and this Section.



     6.2 Notices. All notices, demands, requests, consents, approvals or other
communications (collectively, “Notices”) required or permitted to be given hereunder or
which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have
specified most recently by written notice. Notice shall be deemed given on the date of service or
transmission if personally served or transmitted by telex or facsimile; provided, that if such
service or transmission is not on a business day or is after normal business hours, then such
notice shall be deemed given on the next business day. Notice otherwise sent as provided herein
shall be deemed given on the next business day following timely delivery of such notice to a
reputable air courier service with an order for next-day delivery.



To the Issuer:



The Princeton Review, Inc.

111 Speen Street, Suite 550

Framingham, MA 01701

Attn: General Counsel

Facsimile No.: (508) 663-5115




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with a copy to:



Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Attn: Richard R. Kelly, Esq.

Facsimile No.: (617) 542-2241




To the Holder, to:



Alta Colleges, Inc.

2000 S. Colorado Blvd.

Suite 2-800

Denver, CO 80222

Attn: Bill Ojile

Facsimile No.: (303) 691-5702



with a copy to:



Goodwin Procter LLP

559 Lexington Avenue

New York, NY 10022

Attention: Richard E. Floor, Esq.

Facsimile No.: (212) 355-3333




     6.3 Severability. This Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may
be possible that is valid and enforceable.



     6.4 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which taken together shall constitute one and the
same instrument.



     6.5 Entire Agreement. This Agreement (including all agreements entered into pursuant
hereto and all certificates and instruments delivered pursuant hereto and thereto) constitutes the
entire agreement of the parties with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements, representations, understandings, negotiations and discussions
between the parties, whether oral or written.



     6.6 Modifications and Amendments. No amendment, modification or termination of this
Agreement shall be binding upon any party unless executed in writing by such party. Notwithstanding
the foregoing, any and all parties must obtain the written consent of the Issuer to amend or modify
this Agreement.



     6.7 Titles and Headings. Titles and headings of sections of this Agreement are for
convenience only and shall not affect the construction of any provision of this Agreement.



     6.8 Waivers and Extensions. Any party to this Agreement may waive any right, breach or
default which such party has the right to waive, provided that such waiver will not be effective
against the



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waiving party unless it is in writing, is signed by such party, and specifically refers to
this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach
or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any
agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding
breach thereof nor of any other agreement or provision herein contained. No waiver or extension of
time for performance of any obligations or acts shall be deemed a waiver or extension of the time
for performance of any other obligations or acts.




     6.9 Remedies Cumulative. In the event that the Issuer fails to observe or perform any
covenant or agreement to be observed or performed under this Agreement, the Holder may proceed to
protect and enforce its rights by suit in equity or action at law, whether for specific performance
of any term contained in this Agreement or for an injunction against the breach of any such term or
in aid of the exercise of any power granted in this Agreement or to enforce any other legal or
equitable right, or to take any one or more of such actions, without being required to post a bond.
None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in addition to any other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by
statute or otherwise.



     6.10 Governing Law. This Agreement shall be governed by, interpreted under, and
construed in accordance with the internal laws of the State of New York applicable to agreements
made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other
jurisdiction.



     6.11 Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives
the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based
on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the
transactions contemplated hereby, or the actions of the Holder in the negotiation, administration,
performance or enforcement hereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by
their duly authorized representatives as of the date first written above.



	 	 	 	 	 
	 	ISSUER:



THE PRINCETON REVIEW, INC.

 	 
	 	/s/ Stephen C. Richards
 	 
	 	Name:  	Stephen C. Richards 	 
	 	Title:  	Chief Operating Officer and Chief Financial Officer 	 
	 
	 	HOLDER:



ALTA COLLEGES, INC.

 	 
	 	/s/ William C. Ojile, Jr.
 	 
	 	Name:  	William C. Ojile, Jr. 	 
	 	Title:  	Secretary 	 
	 




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