0001351285-15-000065 Sample Contracts

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan 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”).

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ROSETTA STONE INC. AMENDED AND RESTATED 2009 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted 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.

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