4,314,000 Shares ROSETTA STONE INC. COMMON STOCK, $0.00005 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • August 17th, 2009 • Rosetta Stone Inc • Services-prepackaged software • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Rosetta Stone Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of shares (the “Shares”) of the Common Stock of the Company, $0.00005 par value per share (the “Common Stock”).
INDENTURE DATED AS OF , 20 BETWEEN ROSETTA STONE INC. as Issuer, AND as Trustee Providing for Issuance of Debt Securities in SeriesIndenture • August 6th, 2019 • Rosetta Stone Inc • Services-prepackaged software • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 7th, 2018 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of August 4, 2017, between Rosetta Stone Ltd., a Virginia corporation (together with its successors and assigns, the “Company”), and Mr. Mathew N. Hulett (“Executive”).
ROSETTA STONE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 23rd, 2008 • Rosetta Stone Inc • Delaware
THIS AGREEMENT is entered into, effective as of «Date» by and between Rosetta Stone Inc., a Delaware corporation (the “Company”), and «Name» (“Indemnitee”).
ROSETTA STONE INC. AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE PLANRosetta Stone Inc • June 12th, 2015 • Services-prepackaged software • Virginia
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 29th, 2014 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of October 28, 2014 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and ROSETTA STONE LTD., a Virginia corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
3,500,000 Shares ROSETTA STONE INC. COMMON STOCK, PAR VALUE $0.00005 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2013 • Rosetta Stone Inc • Services-prepackaged software • New York
Rosetta Stone Inc., a Delaware corporation (the “Company”), and those stockholders of the Company named in Schedule I hereto (the “Selling Stockholders”), severally propose to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), an aggregate of 3,500,000 shares of the Common Stock, par value $0.00005 per share of the Company (the “Firm Shares”), of which 10,000 shares are to be issued and sold by the Company and of which 3,490,000 are to be sold by the Selling Stockholders, each Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto. The Company and the Selling Shareholders are hereinafter sometimes collectively referred to as the “Sellers.”
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2011 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of January 25, 2011 between Rosetta Stone Ltd., a Delaware corporation (together with its successors and assigns, the “Company”), and Helena Wong (“Executive”).
Shares ROSETTA STONE INC. COMMON STOCK, $0.00005 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 17th, 2009 • Rosetta Stone Inc • Services-prepackaged software • New York
ROSETTA STONE INC. NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Class B Common Stock, $.00005 par value, (the “Stock”) to the optionee named below. The terms and conditions of the Option are set forth in the Nonqualified Stock Option Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “Plan”).
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 14th, 2012 • Rosetta Stone Inc • Services-prepackaged software
AMENDMENT (“Amendment”) made effective on December 22, 2011 to the Executive Employment Agreement, dated as of November 9, 2010 (the “Employment Agreement”), among Rosetta Stone Ltd., a Delaware corporation (together with its successors and assigns, the “Company”), and Stephen Swad (the “Executive”).
Rosetta Stone Inc. 2009 OMNIBUS INCENTIVE PLANRosetta Stone Inc • December 17th, 2014 • Services-prepackaged software • Virginia
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 6th, 2015 • Rosetta Stone Inc • Services-prepackaged software • New York
This Third Amendment to Loan and Security Agreement (this “Amendment”) dated as of June 29, 2015 (the “Third Amendment Effective Date”), is by between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and ROSETTA STONE LTD., a Virginia corporation (“Borrower”).
ROSETTA STONE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • November 4th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Delaware
THIS AGREEMENT is entered into, effective as of _______________by and between Rosetta Stone Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 11th, 2020 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of July 15, 2019, between Rosetta Stone Ltd., a Virginia corporation (together with its successors and assigns, the “Company”), and Sean J. Klein (“Executive”).
ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN, AS AMENDED COVER SHEET TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 14th, 2012 • Rosetta Stone Inc • Services-prepackaged software • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), has granted to the individual whose name is set forth below on the “Name of Employee” line (“Employee”) the shares of the Company’s common stock, $.00005 par value, specified herein, subject to the terms and conditions set forth in this Cover Sheet, in the Restricted Stock Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended, (the “Plan”).
ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN AS AMENDED COVER SHEET TO ANNUAL PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 9th, 2017 • Rosetta Stone Inc • Services-prepackaged software • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), has granted to the individual whose name is set forth below on the “Name of Executive” line (“Executive”) the shares of the Company’s common stock, $.00005 par value, specified herein, subject to the terms and conditions set forth in this Cover Sheet, in the attached Annual Performance-Based Restricted Stock Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended (the “Plan”).
ROSETTA STONE INC. AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 6th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) and the Cover Sheet to which this Agreement is attached (the “Cover Sheet”) are entered into between Rosetta Stone Inc., a Delaware corporation (the “Company”), and Director (as that term is defined in the Cover Sheet), effective as of the Grant Date set forth on the Cover Sheet (the “Grant Date”), pursuant to the Amended and Restated Rosetta Stone Inc. 2009 Omnibus Incentive Plan (the “Plan”), a copy of which previously has been made available to Director and the terms and provisions of which are incorporated by reference herein.
SOFTWARE LICENSE AGREEMENTNote • April 1st, 2009 • Rosetta Stone Inc • Services-prepackaged software • Colorado
This Software License Agreement (this “Agreement”) is made and entered into this 22nd day of December, 2006, by and between THE REGENTS OF THE UNIVERSITY OF COLORADO, a body corporate, having its principal office at Suite 100, 4740 Walnut Street, 588 UCB, Boulder, CO 80309 (hereinafter “University”) and Fairfield & Sons Ltd., doing business as Fairfield Language Technologies, a corporation having its principal office at 135 West Market Street, Harrisonburg, VA 22801 (hereinafter “Licensee”).
PURCHASE AND SALE AGREEMENT BY AND AMONG SOURCENEXT CORPORATION, ROSETTA STONE JAPAN INC., AND ROSETTA STONE LTD. DATED AS OF APRIL 25, 2017Purchase and Sale Agreement • April 26th, 2017 • Rosetta Stone Inc • Services-prepackaged software
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of April 25, 2017 (the “Agreement Date”), by and among SOURCENEXT CORPORATION, a Japanese corporation (“Purchaser”), Rosetta Stone Japan Inc., a Japanese corporation (the “Company”) and Rosetta Stone Ltd., a Virginia, U.S.A. corporation (“Seller”). Purchaser, the Company and Seller shall each be referred to in this Agreement as a “Party”, and collectively as the “Parties”. Capitalized terms that are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in ARTICLE XII.
NOMINATION AND SUPPORT AGREEMENTNomination and Support Agreement • November 19th, 2014 • Rosetta Stone Inc • Services-prepackaged software • Delaware
This Nomination and Support Agreement (this “Agreement”, dated November 18, 2014 (the “Effective Date”), is between John H. Lewis (“Lewis”), Osmium Partners, LLC (“Osmium Partners”), Osmium Capital, LP (“Fund I”), Osmium Capital II, LP (“Fund II”), Osmium Spartan, LP (“Fund III”), Osmium Diamond, LP (Fund IV”), and Osmium Special Opportunity Fund, LP (“Fund V”), and Rosetta Stone Inc. (the “Company”). Fund I, Fund II, Fund III, Fund IV, and “Fund V”, may be each referred to herein as a “Fund” and collectively as the “Funds”. The Funds, Osmium Partners and Lewis, may be each referred to herein as an “Osmium Party” and collectively as the “Osmium Parties”). The Osmium Parties and the Company may be each referred to herein as a “Party” and, collectively, as the “Parties”.
SUB-SUBLEASE AGREEMENTSub-Sublease Agreement • March 14th, 2017 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS SUB-SUBLEASE AGREEMENT (this “Sub-Sublease”) is made and entered into as of the 14th day of July, 2016, by and between (i) ROSETTA STONE LTD., a Virginia corporation (“Sub-Sublandlord”) and (ii) Snagajob.com, Inc., a Delaware corporation, (“Sub-Subtenant”).
ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN COVER SHEET TO LONG TERM PERFORMANCE-BASED NONQUALIFIED STOCK OPTION AWARD AGREEMENTNonqualified Stock Option Award Agreement • May 9th, 2017 • Rosetta Stone Inc • Services-prepackaged software • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Class B Common Stock, $.00005 par value (the “Stock”), to the optionee named below (the “Option”). The terms and conditions of the Option are set forth in the Long Term Performance-Based Nonqualified Stock Option Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended (the “Plan”).
CREDIT AGREEMENTCredit Agreement • January 21st, 2009 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of January 16, 2009 by and between ROSETTA STONE LTD., a Virginia corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
DIRECTOR AGREEMENTDirector Agreement • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software
In consideration of being considered for a position on the Board of Directors of Rosetta Stone Inc. (the “Corporation”) and in accordance with Section 1.4 of the Second Amended and Restated Bylaws (as amended, the “Bylaws”) of the Corporation, the undersigned hereby represents and agrees that the undersigned (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how the undersigned, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (ii) any Voting Commitment that could limit or interfere with the undersigned’s ability to comply, if elected as a director of the Corporation, with the undersigned’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Co
EIGHTH Amendment to Loan and security agreementLoan and Security Agreement • March 11th, 2020 • Rosetta Stone Inc • Services-prepackaged software • New York
This Eighth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 10, 2020, by and between (i) SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and (ii) ROSETTA STONE LTD., a Virginia corporation, and LEXIA LEARNING SYSTEMS LLC, a Delaware limited liability company (individually and collectively, jointly and severally, the “Borrower”).
CREDIT AGREEMENT dated as of January 4, 2006 among ROSETTA STONE HOLDINGS INC. as a Borrower, THE OTHER PERSONS THAT JOIN THIS AGREEMENT AS A BORROWER FROM TIME TO TIME PURSUANT TO A BORROWER JOINDER AGREEMENT, as Borrowers THE FINANCIAL INSTITUTIONS...Credit Agreement • September 23rd, 2008 • Rosetta Stone Inc • Illinois
Credit Agreement dated as of January 4, 2006 (as amended, restated or otherwise modified from time to time, this “Agreement”) among Rosetta Stone Holdings Inc., a Delaware corporation (“Holdings”), the other Persons that join this Agreement as a borrower pursuant to a Borrower Joinder Agreement and become party hereto from time to time (Holdings and such other Persons are referred to hereinafter each individually as a “Borrower” and collectively as the “Borrowers”), the financial institutions party hereto from time to time (together with their respective successors and assigns, “Lenders”) and Madison Capital Funding LLC (in its individual capacity, “Madison”), as Agent for all Lenders.
ROSETTA STONE INC. 2009 OMNIBUS INCENTIVE PLAN AS AMENDED COVER SHEET TO RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 3rd, 2016 • Rosetta Stone Inc • Services-prepackaged software • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), has granted to the individual whose name is set forth below on the “Name of Executive” line (“Executive”) the shares of the Company’s common stock, $.00005 par value, specified herein, subject to the terms and conditions set forth in this Cover Sheet, in the attached Restricted Stock Award Agreement and in the Rosetta Stone Inc. 2009 Omnibus Incentive Plan, as amended (the “Plan”).
ROSETTA STONE INC. 2006 STOCK INCENTIVE PLAN2006 Stock Incentive Plan • September 23rd, 2008 • Rosetta Stone Inc • Delaware
Rosetta Stone Inc., a Delaware corporation (the “Company”), sets forth herein the terms of its 2006 Stock Incentive Plan (the “Plan”) as follows:
September 16, 2011 REVISED October 3, 2011 Helena WongLegal Release • March 14th, 2012 • Rosetta Stone Inc • Services-prepackaged software • Virginia
SUBLEASE AGREEMENT BETWEEN THE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation (Sublessor) AND ROSETTA STONE LTD., a Virginia corporation (Subtenant) Waterview BuildingSublease Agreement • November 5th, 2008 • Rosetta Stone Inc • Services-prepackaged software • Virginia
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into as of the 6th day of October 2008, by and between (i) THE CORPORATE EXECUTIVE BOARD COMPANY, a Delaware corporation (“Sublessor”), and (ii) ROSETTA STONE LTD., a Virginia corporation (“Subtenant”).
AGREEMENT AND PLAN OF MERGER by and among: CAMBIUM HOLDING CORP., a Delaware corporation; EMPOWER MERGER SUB INC., a Delaware corporation; and ROSETTA STONE INC., a Delaware corporation Dated as of August 29, 2020Agreement and Plan of Merger • August 31st, 2020 • Rosetta Stone Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of August 29, 2020, by and among CAMBIUM HOLDING CORP., a Delaware corporation (“Parent”); EMPOWER MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”); and ROSETTA STONE INC., a Delaware corporation (the “Company”). Certain terms used in this Agreement are defined in Exhibit A.
STOCK PURCHASE AGREEMENT by and among FAIRFIELD & SONS, LTD., ROSETTA STONE INC., ROSETTA STONE HOLDINGS INC., the SHAREHOLDERS of FAIRFIELD & SONS, LTD., TOM ADAMS and, solely for purposes of Section 7.7, EUGENE STOLTZFUS as the Shareholders’...Stock Purchase Agreement • November 5th, 2008 • Rosetta Stone Inc • Services-prepackaged software • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 4, 2006, by and among Fairfield & Sons, Ltd., a Virginia corporation (the “Company”), Rosetta Stone Inc., a Delaware corporation (the “Parent”), Rosetta Stone Holdings lnc., a Delaware corporation (the “Buyer”), the holders of the Company’s Common Stock (each a “Shareholder” and together the “Shareholders”), Tom Adams and, solely for purposes of Section 7.7 hereof, Eugene Stoltzfus (the “Shareholders’ Representative”). The Shareholders, together with Tom Adams, are sometimes referred to individually as a “Seller” and collectively as the “Sellers” and together with the Company, as the “Seller Parties.” The Parent, the Buyer, the Company and the Seller Parties are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Exhibit C Executive Form of Option AgreementNonqualified Stock Option Award Agreement • September 23rd, 2008 • Rosetta Stone Inc • Delaware
This option is not intended to be an incentive stock option under Section 422 of the Internal Revenue Code and will be interpreted accordingly.
Agreement and General ReleaseAgreement and General Release • March 16th, 2015 • Rosetta Stone Inc • Services-prepackaged software • Virginia
This Agreement and General Release (“Release”) is between Rosetta Stone Ltd. (the “Company”) and Christian Na (“Executive”) (each a “Party,” and together, the “Parties”). For purposes of this Release “Effective Date” shall mean the date that is the eighth day after the date on which Executive signs this Release, provided Executive has not revoked this Release pursuant to Section 2(c) below.
